REG - Fondul Proprietatea - Supplemented convening notice - 27 Sept 2024 GSM
02/09/2024 16:15
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RNS Number : 5854C Fondul Proprietatea S.A. 02 September 2024
To: Bucharest Stock Exchange Report date:
Financial Supervisory Authority 2 September 2024
London Stock Exchange
Name of the issuing entity:
Current report according to Article 234 para. (1) letter b) of the Financial Fondul Proprietatea S.A.
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:
Important events to be reported: 76-80 Buzesti Street
Supplemented convening notice of the Extraordinary and Ordinary General 7(th) floor, district 1,
Meetings of Shareholders of Fondul Proprietatea S.A. to be held on 27
September 2024 Bucharest, 011017
Franklin Templeton International Services S.À R.L., in its capacity of
alternative investment fund manager and sole director of Fondul Proprietatea
S.A. ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening Phone/fax number:
notice of Fondul Proprietatea's Extraordinary ("EGM") and Ordinary ("OGM")
General Meetings of Shareholders to be held on 27 September 2024, supplemented Tel.: + 40 21 200 96 00
by adding new items on the EGM and OGM agenda, as requested by the shareholder
MINISTRY OF FINANCE, which holds more than 5% of Fondul Proprietatea's share Fax: +40 31 630 00 48
capital, as the request was described in the Company's current report of 29
August 2024.
Email:
Franklin Templeton International Services S.À R.L, in its capacity of office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
alternative investment fund manager and sole director of FONDUL PROPRIETATEA
S.A.
Internet:
Johan MEYER www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
Permanent Representative
Sole Registration Code with the Trade Register Office:
18253260
Order number in the Trade Register:
J40/21901/2005
Subscribed and paid-up share capital:
RON 1,849,342,164.28
Number of shares in issue and paid-up:
3,556,427,239
Regulated market on which the issued securities are traded:
Shares on Bucharest Stock Exchange
GDRs on London Stock Exchange
SUPPLEMENTED CONVENING NOTICE OF THE EXTRAORDINARY AND ORDINARY GENERAL
MEETINGS OF SHAREHOLDERS OF FONDUL PROPRIETATEA S.A. DATED 27 SEPTEMBER 2024
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 1,849,342,164.28 (the "Company"/
"Fondul Proprietatea"/ "FP"),
Considering:
§ The convening notice for the 27 September 2024 Extraordinary and Ordinary
General Shareholders Meetings of Fondul Proprietatea published in the Official
Gazette of Romania, Part IV, no. 3884 of 14 August 2024, and in Adevărul
newspaper no. 9193 of 14 August 2024;
§ The request dated 29 August 2024 of the shareholder Ministry of Finance,
which holds more than 5% of the share capital of Fondul Proprietatea, to
supplement the agenda of the Extraordinary and Ordinary General Shareholders
Meetings of Fondul Proprietatea by introducing new items;
§ 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,
The agenda of the Extraordinary General Meeting of Shareholders of Fondul
Proprietatea convened for 27 September 2024, 11:00 AM (Romanian time), at
"INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3
Episcopiei Street, 1st District, Bucharest, 010292, Romania (the "EGM") is
supplemented with a new item no. 3 and renumbered, and the agenda of the
Ordinary General Meeting of Shareholders of Fondul Proprietatea convened for
27 September 2024, 12:00 PM (Romanian time), at "INTERCONTINENTAL ATHÉNÉE
PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st
District, Bucharest, 010292, Romania (the "OGM") is supplemented with a new
item no. 10 and renumbered.
Only the persons registered as shareholders of the Company on 6 September 2024
(the "Reference Date") in the shareholders registry kept by Depozitarul
Central S.A. have the right to participate and vote at the EGM and OGM.
Thus,
I. The supplemented agenda of the EGM will have the following
content:
1. The approval of the amendment of Article 19 par. (3) of the
Constitutive Act of Fondul Proprietatea, which shall be read as follows:
"(3) The mandate of the AIFM shall not exceed 4 years, with the possibility of
re-election. The AIFM will call an Ordinary General Meeting of Shareholders to
be held at least 6 months before the expiry of the mandate of 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, (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 the amendment of Article 20 of the Constitutive
Act of Fondul Proprietatea, which shall be read as follows:
"The Alternative Investment Fund Manager shall appoint a natural person as its
permanent representative. The Alternative Investment Fund Manager shall also
appoint a natural person as the replacement for the permanent representative,
to perform the duties of the permanent representative in case of inability to
carry out his/her activities. The Alternative Investment Fund Manager can
change the permanent representative and/or the replacement in accordance with
the applicable law. All changes will be registered with the Trade Registry."
3. "Starting with the date when this Resolution of the extraordinary
general meeting of shareholders is published in the Official Gazette of
Romania, Part IV, the empowerment given by the Resolution of the extraordinary
general meeting of shareholders no. 1/13.02.2024 on the approval of the
authorization of the sole director to buy-back shares of Fondul Proprietatea,
global depositary receipts or titles of interest corresponding to shares of
Fondul Proprietatea, via trading on the regular market on which the shares,
the global depositary receipts or titles of interest corresponding to the
shares of Fondul Proprietatea are listed or public tender offers, in
compliance with the applicable law, for a maximum number of 1,000,000,000
shares, shall be amended as follows:
During the time frame remained until the end of the mandated granted to
Franklin Templeton International Services S.a r.l., respectively 31 March
2025, the sole director shall not be entitled to buy-back shares of Fondul
Proprietatea, global depositary receipts or titles of interest corresponding
to shares of Fondul Proprietatea."
(Item added on the agenda at the request of the shareholder Ministry of
Finance)
4. The approval of:
(a) The date of 10 October 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 11 October 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 payment date and the date of the guaranteed participation.
(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'
resolution, including formalities for publication and registration thereof
with the Trade Registry or with any other public institution.
II. The supplemented agenda of the OGM will have the following
content:
1. The approval of 2024 revised budget of Fondul Proprietatea, in
accordance with the supporting materials.
2. The appointment for a period of three (3) years of two (2)
members of the Board of Nominees of Fondul Proprietatea following (i) the
expiration of the 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 OGM accepts such appointment.
(secret vote)
3. The appointment of Ernst & Young Assurance Services SRL, with
its headquarters in Bucharest, 15 -17 Ion Mihalache Blvd., Tower Center
Building, 22nd Floor, 1(st) District, 011171, Romania, registered with the
Trade Registry under no. J40/5964/1999, Sole Registration Number 11909783, as
the financial auditor of Fondul Proprietatea, setting the duration of the
financial audit agreement for the period starting with 1 September 2025 to 31
August 2026, and revocation and deregistration from the Trade Registry of
Deloitte Audit SRL; and setting the scope of work of the financial audit
agreement: audit of the financial statements of Fondul Proprietatea for the
financial year ended 31 December 2025, to be prepared in accordance with the
International Financial Reporting Standards as adopted by the European Union,
and setting the level of its remuneration for the financial audit services
described above at a maximum level (without VAT) of EUR 115,235/year.
(secret vote)
4. The approval of the following selection criteria, as prepared and
proposed by the Board of Nominees on the basis of the advice received by the
Board of Nominees from Numis Securities Limited, member of Deutsche Bank
Group, and based on which the Board of Nominees shall select the alternative
investment fund manager ("AIFM") of Fondul Proprietatea:
a. Established investment management entity operating to global standards in
asset management, client servicing, compliance, financial reporting, investor
relations, and risk management, and with experience and expertise in mandates
invested in Romania and/or similar markets.
b. Proposal for Fondul Proprietatea's investment mandate which should
predominantly be focused on continued investment in domestic entities,
including state-owned enterprises, and which may involve further direct or
indirect investment in unquoted entities.
c. Regulatory authorisation necessary to implement Fondul Proprietatea's
investment mandate, specifically an AIFM authorised as an alternative
investment fund manager by the Romanian Financial Supervisory Authority or an
EU-authorised AIFM with a credible basis for seeking a passport to operate in
Romania.
d. Internal resources necessary to implement Fondul Proprietatea's investment
mandate including operational capacity in Romania (or credible basis for
establishing a Romanian office) (or credible proposal to put resources in
place which may involve an outsourcing model).
e. Remuneration structure aligned with interests of shareholders as a whole in
the long-term delivery of Fondul Proprietatea's investment mandate.
5. The appointment, following selection by the Board of Nominees, of
Numis Securities Limited, member of Deutsche Bank Group, with its head-office
at 45 Gresham Street, London, United Kingdom ("Deutsche Numis"), as selection
advisor assisting Fondul Proprietatea through the members of the Board of
Nominees. Deutsche Numis shall provide services related to the selection of
the potential AIFM, assisting the members of the Board of Nominees in drafting
the request for proposals to be sent to potential candidates, selection and
analysis of the offers received, project management of the selection process
and assistance during negotiation of the new terms of the management agreement
to be negotiated with the selected candidate(s).
6. The approval of a maximum advisory budget of RON 3,8 million,
including all applicable taxes and out-of-pocket expenses, to be used by the
members of the Board of Nominees, for the payment of the services to be
provided by Deutsche Numis pursuant to any appointment in accordance with a
resolution adopted by the OGM following a favourable vote on item 5 of this
OGM agenda, as well as for any other services related to the selection of an
AIFM, including financial advisory services and legal services required for
this purpose.
7. The approval of the authorisation of the Chairperson of the Board
of Nominees (with authority to be substituted by another member of the Board
of Nominees), with the signature of such person being binding upon and
mandatory for the Fund, to take the following actions and to act in the name
of and on behalf of the Fund (the "Authorisation"):
a. to select and appoint any advisors (without prejudice to any
appointment pursuant to an OGM resolution approving point 5 on this OGM
agenda) to assist Fondul Proprietatea and the Board of Nominees in relation to
the AIFM selection process which has been commenced by the Board of Nominees
following the OGSM Resolution no. 9 of 25 September 2023 (the "Selection
Process");
b. to negotiate and agree, as the case may be, in the name and on behalf
of Fondul Proprietatea, any documents (as well as any amendments thereto)
regarding the Selection Process; and
c. to sign, execute and deliver all agreements with advisors, written
instruments and all other documents, which are necessary, desirable and/or
appropriate in order to fulfil the Authorisation granted hereby."
8. The approval of (i) the extension 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,
L1246 Luxembourg and registered with the Luxembourg Register of Commerce and
Companies under number B 36.979, as the sole director of Fondul Proprietatea
that acts also as the alternative investment fund manager of Fondul
Proprietatea, for a period of one (1) year starting with 1 April 2025 and
until 31 March 2026, inclusive and (ii) the corresponding extension of the
terms of the management agreement executed between Fondul Proprietatea and
Franklin Templeton International Services S.à r.l. on 29 March 2024, as
approved by the OGSM Resolution no. 2 of 26 March 2024 (the "Management
Agreement") until 31 March 2026, inclusive (with the corresponding amendments
to the provisions linked to the duration of the Management Agreement), in
accordance with the addendum to the Management Agreement in the form set out
in the supporting documentation (the "Addendum"), with all the other
provisions of the Management Agreement remaining unchanged. The extended
mandate and the corresponding Addendum will enter into force only to the
extent that by 31 March 2025 (a) the OGSM does not appoint a new AIFM (who
shall also act as sole director), pursuant to the AIFM selection process which
has been commenced by the Board of Nominees following the OGSM Resolution no.
9 of 25 September 2023 (the "Appointment") and (b) such appointment does not
enter into force by the aforementioned date (i.e. 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
Addendum and to perform/sign any related necessary, useful and/or opportune
legal acts and deeds for and on behalf of Fondul Proprietatea.
(secret vote)
9. 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 two (2) years starting with 1 April 2025 (provided that all the
legal requirements related to the appointment of the new sole director of
Fondul Proprietatea that will act as alternative investment fund manager are
finalized by 31 March 2025, inclusive) and until 31 March 2027, inclusive,
according to legal provisions in force, subject to point 8 of this OGM agenda
not being approved by the OGM. The approval of this item on the OGM agenda
leads to the revocation of the OGSM Resolution no. 9 of 25 September 2023 and
of the OGSM Resolutions approving the selection criteria, the appointment of
Deutsche Numis, the budget, and Authorisation for the selection of a new fund
manager, as outlined under items 4, 5, 6 and 7 of this OGM agenda.
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)
10. "Alternative to item 8 of the OGMS convening notice -
Approval of the (i) extension of the empowerment of Franklin Templeton
International Services S.a r.l., a limited liability company with the
registered office in rue Albert Borschette no. 8A, L-1246 Luxembourg,
registered with the Register of Trade and Companies of Luxembourg under number
B 36.979, as sole director of Fondul Proprietatea, acting as manager of
alternative investment fund of Fondul Proprietatea, for a period of one (1)
year from 1 April 2025 to 31 March 2026, inclusively and (ii) corresponding
extension of the terms of the management agreement concluded between Fondul
Proprietatea and Franklin Templeton International Services S.a r.l. on 29
March 2024, as approved by the Resolution of the OGMS no. 2 of 26 March 2024
(hereinafter referred to as the "Management Agreement") until 31 March 2026,
inclusively (with the corresponding amendments of the provisions on the term
of the Management Agreement), according to the Addendum to the Management
Agreement in the form provided in the supporting documents (hereinafter the
"Addendum"), all the other provisions of the Management Agreement remaining
unchanged. The extended mandate and the corresponding Addendum shall enter
into effect only to the extent that, by 31 March 2025 (a) the OGMS does not
appoint a new Manager of the AIF (also acting as sole director) according to
the AIFM selection process initiated by the Board of Nominees following the
Resolution of the OGMS no. 9 of 25 September 2023 (the "Appointment") and (b)
such appointment shall not produce effects until the above-mentioned date
(i.e. 31 March 2025).
The extension of the mandate of Franklin Templeton International Services S.a
r.l. for the management of Fondul Proprietatea is granted strictly subject to
the compliance with the obligations below related to the management strategy,
for the period 31 March - 31 March 2026, which will be fulfilled and carried
out by the sole director:
a. preservation of the current portfolio of Fondul Proprietatea, with the
sale of the company's portfolio holdings being prohibited; any offers received
for the sale of some of Fondul Proprietatea holdings will be analysed by the
Board of Nominees and will be subject to the approval of the OGMS;
b. prohibition of share buy-backs and the retention/use of cash held by
the company exclusively for the management of the current portfolio and/or for
investments, which will be approved in advance by the Board of Nominees.
Mrs. Ilinca von Derenthall, Chairperson of the Board of Nominees, is empowered
(with the possibility of being replaced by another member of the Board of
Nominees) to sign the Addendum and to fulfil/sign any and all necessary,
useful and/or appropriate legal acts and deeds for and on behalf of Fondul
Proprietatea. (secret vote)
This item is approved on condition of non-approval by the OGMS of item 8 on
the agenda of the OGMS."
(Item added on the agenda at the request of the shareholder Ministry of
Finance)
11. The approval of:
(a) The date of 10 October 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 11 October 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 the 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 EGM & OGM
Information with respect to the OGM agenda
With respect to item 2 on the OGM agenda, the proposals of the shareholders
for the two mandates may be submitted by 30 August 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 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.
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
updated daily on the basis of the proposals received.
All candidates for the two (2) vacant positions in the Board of Nominees will
be put for being voted on the same list, with the first two (2) candidates who
obtain the highest number of votes in favor, but no less than 50% + 1 of the
casted votes of all shareholders attending or being represented in this OGM
(the statutory majority for adopting a decision), being elected to the Board
of Nominees. Each shareholder may vote "FOR" for up to two (2) candidates, as
there are two (2) members to be appointed to the Board of Nominees.
With respect to item 8 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 9 on the OGM agenda, shareholders can propose candidates
until 30 August 2024, 5:00 PM (Romanian time), proposals that should be filed
at the headquarters of the Company, in Bucharest, 76-80 Buzeşti Street, 7th
floor, 1st 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. 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 9 on the OGM agenda, please note that this item will be
put to vote during the OGM and the votes cast by correspondence or via eVote
platform shall be validated only if item 8 of this OGM agenda is not approved
by the OGM.
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 EGM/OGM
and/or the presentation of draft resolutions for the items included or
proposed to be included on the agenda of the EGM/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 of the date of the EGM/OGM convening notice publication
in the Official Gazette of Romania, allowing for the identification thereof in
the Company's shareholders registry 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 30 August 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 in 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 25 September 2024, 11:00 AM (Romanian time), for the purpose of
good process and preparation of the general meetings. Shareholders who did not
submit the questions by 25 September 2024, 11:00 AM (Romanian time) can
address the questions during the general meetings. 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 EGM/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 attorneys 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 one (1) month before the day of the meetings, all other
information materials regarding the items included on the agenda of the
EGM/OGM, including the draft resolutions proposed to be passed within the
meeting, shall be available at the same coordinates above-mentioned.
Commencing 3 September 2024, the templates of special power of attorney/ballot
papers filed in with the names of the proposed Board of Nominees candidates
and with the name/s of the proposed new Fondul Proprietatea sole director
candidate/s, to be used for voting by representative by special power of
attorney/voting by correspondence 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 EGM/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 EGM/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 EGM/OGM made available by FP.
The Issuer of the GDRs will vote in the EGM/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 EGM/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 25 September 2024, 11:00 AM (Romanian time) for documents
regarding the EGM and 25 September 2024, 12:00 PM (Romanian time) for
documents regarding the OGM.
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 items
of EGM/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 items of the EGM/OGM.
Shareholders
The shareholders registered in the shareholders registry on the Reference Date
may attend the EGM/OGM and vote as follows.
a) within the EGM/OGM - direct vote;
b) by correspondence; or
c) by electronic voting, via the eVote platform.
Voting within the EGM/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 shareholder 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 EGM/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 EGM/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 25
September 2024, 11:00 AM (Romanian time) for documents regarding the EGM and
25 September 2024, 12:00 PM (Romanian time) for documents regarding the OGM.
Vote by representative holding a special power of attorney
A special power of attorney may be given for a single shareholders' meeting,
as this EGM/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 EGM/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 25 September 2024, 11:00 AM (Romanian time) for
documents regarding the EGM and 25 September 2024, 12:00 PM (Romanian time)
for documents regarding the OGM.
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 shareholder 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 EGM/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
and with the name/s of the proposed new Fondul Proprietatea sole director
candidate/s shall be made available to the shareholders by the Company
starting with 30 August 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 EGM/OGM. However, the special power of attorney may nominate other
person(s) as substitutes empowered to represent the shareholder at the EGM/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 EGM/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) item (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 EGM/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 25 September 2024, 11:00 AM (Romanian time) for
documents regarding the EGM and 25 September 2024, 12:00 PM (Romanian time)
for documents regarding the OGM, 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) item (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 shareholder 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 EGM/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 EGM/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 25 September 2024, 11:00 AM
(Romanian time) for documents regarding the EGM and 25 September 2024, 12:00
PM (Romanian time) for documents regarding the OGM.
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 shareholder 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) shall be updated by the Company if new items are added to the EGM/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
and with the name/s of the proposed new Fondul Proprietatea sole director
candidate/s shall be made available to the shareholders by the Company
starting with 30 August 2024 at the same coordinates and under the same
conditions as the information materials.
If a shareholder voted by sending a ballot paper by correspondence, but then
attends the EGM/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 EGM/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
EGM/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 EGM/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
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 EGM/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 EGM/OGM, at least 24
hours before the EGM/OGM, namely until 26 September 2024, 11:00 AM (Romanian
time) for EGM and 26 September 2024, 12:00 PM (Romanian time) for OGM, 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 24 hours before the EGM/OGM, shareholders
may vote using one of the voting methods provided by Art. 105 para (19) of
Issuers' Law (i.e., within the EGM/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
EGM/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. 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 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 shareholder 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 EGM/OGM and, at the same time,
ensure possibility that every shareholder participating to the EGM/OGM can
verify its vote.
SOLE DIRECTOR
Franklin Templeton International Services S.à r.l.
By: ___________
Johan Meyer,
Permanent Representative
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. END NOGGZGGLKZFGDZMRecent news on Fondul Proprietatea SA
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