REG - Fondul Proprietatea - OGSM Resolutions 26 March 2024

Fondul Proprietatea SAAnnouncement

26/03/2024 11:30

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RNS Number : 3476I  Fondul Proprietatea S.A.  26 March 2024

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  26 March 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 Ordinary General Meeting of Shareholders of Fondul
 Proprietatea S.A. held on 26 March 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 26 March

 2024, the Fund's Ordinary General Shareholders Meeting (the "OGM") was held
 commencing 11:00 am (Romanian time) at "INTERCONTINENTAL ATHÉNÉE PALACE

 BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1(st) District,     Email:
 Bucharest, 010292, Romania.

                                                                                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 26

 March 2024 OGM Agenda:                                                           Sole Registration Code with the Trade Register Office:

                                                                                  18253260

 Ø  To approve Item 4.b. on the OGM Agenda, respectively:

 "The appointment of Mr. Marius-Alin Andrieș as member of the Board of            Order number in the Trade Register:
 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     J40/21901/2005
 and shall produce its effects starting with 7 April 2024 or the acceptance

 date for the new mandate, whichever occurs later."

 Ø  To approve Item 5 on the OGM Agenda, respectively:                            Subscribed and paid-up share capital:

 "The approval of the terms of, along with the execution of, the Management       RON 2,947,779,186.56
 Agreement between Fondul Proprietatea and Franklin Templeton International

 Services S.à r.l. for a period of one (1) year starting 1 April 2024 and
 until 31 March 2025 in the form set out in the supporting documentation

 relating to OGMS agenda item 1, with a change in the base fee rate such that
 the base fee is 1.35%.

                                                                                Number of shares in issue and paid-up:
 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    5,668,806,128
 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." (Item added on the agenda at the request of

 the shareholder Ministry of Finance)                                             Regulated market on which the issued securities are traded:

                                                                                Shares on Bucharest Stock Exchange

Ø  To approve Item 6 on the OGM Agenda, respectively:

                                                                                GDRs on London Stock Exchange
 "The approval of the Remuneration Policy of Fondul Proprietatea in force

 starting 1 April 2024, to reflect the provisions of the Management Agreement,
 in the form provided in the supporting documentation related to item 2 on the

 OGMS agenda with a change in the base commission rate so that the base
 commission is 1.35%." (Item added on the agenda at the request of the

 shareholder Ministry of Finance)

Ø  To approve Item 8 on the OGM Agenda, respectively:

 "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."

 Items 1, 2, 3, 4.a. and 7 on the 26 March 2024 OGM agenda were not approved.

 Please recall that Item 1 on the OGM agenda refers to:

 "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."

 Please recall that Item 2 on the OGM Agenda refers to:

 "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."

 Please recall that Item 3 on the OGM Agenda refers to:

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

 Please recall that Item 4.a. on the OGM Agenda refers to:

 "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."

 Please recall that Item 7 on the OGM Agenda refers to:

 "The approval of the Strategy of the Fund applicable to the mandate period 1
 April 2024 to 31 March 2025 so that it includes the preservation of the
 current portfolio managed by Franklin Templeton International Services S.à
 r.l." (Item added on the agenda at the request of the shareholder Ministry of
 Finance)

 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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