REG - Fondul Proprietatea - Voting recomm. and materials 25 Sep 2023 GSM

Fondul Proprietatea SAAnnouncement

11/09/2023 16:45

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RNS Number : 0632M  Fondul Proprietatea S.A.  11 September 2023

 To:          Bucharest Stock Exchange

Report date:
                 Financial Supervisory Authority

                                                                                                                                                  11 September 2023
                London Stock Exchange

                                                                                                                                                  Name of the issuing entity:
 Current report according to Article 99 letter (s) of the Code of the Bucharest

 Stock Exchange, Title II, Issuers and Financial Instruments                                                                                        Fondul Proprietatea S.A.

 Important events to be reported:

 Voting recommendations and supporting materials related to the 25 September                                                                        Registered office:
 2023 shareholders' meetings

                                                                                                                                                  76-80 Buzesti Street

                                                                                                                                                  7(th) floor, district 1,
 Franklin Templeton International Services S.À R.L., in its capacity as

 alternative investment fund manager and sole director (the "Fund Manager") of                                                                      Bucharest, 011017
 Fondul Proprietatea S.A. (the "Fund"/"Fondul Proprietatea"), would like to

 remind shareholders that the Fund Manager has convened the Fund's Ordinary
 ("OGM") and Extraordinary ("EGM") General Shareholders' Meetings for 25

 September 2023 at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le                                                                            Phone/fax number:
 Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania,

 starting at 11.00 a.m. (Romanian time) for the OGM, and 12.00 p.m. (Romanian                                                                       Tel.: + 40 21 200 96 00
 time) for the EGM.

                                                                                                                                                  Fax: +40 31 630 00 48
 The entire OGM and EGM supporting documentation is available for the

 shareholders' reference at
 https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/2023.html#gsm-document-list-2-content

 (https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/2023.html#gsm-document-list-2-content)                Email:
 .

                                                                                                                                                  office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
 The deadline for proposing new items on the OGM & EGM agendas expired on 6

 September 2023, 5:00 p.m. (Romanian time) and the Fund received by the
 deadline a request from the Ministry of Finance, which holds more than 5% of

 the share capital of Fondul Proprietatea, to supplement the OGM agenda by                                                                          Internet:
 introducing three new items and the EGM agenda by introducing one new item.

 The OGM and EGM agenda was supplemented accordingly.                                                                                               www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 On 6 September 2023, 5:00 p.m. (Romanian time) also expired the deadline for:

 (i)       receiving candidate proposals for two members in the Board of                                                                            Sole Registration Code with
 Nominees of Fondul Proprietatea following the expiration of two mandates on 15

 November 2023 and 25 November 2023 and the following proposals were received:                                                                      the Trade Register Office:

 -        for the seat resulted from the expiry of Mrs. Ilinca von                                                                                  18253260
 Derenthal's mandate on 25 November 2023:

 ·       Mrs. Ilinca von Derenthall - proposed by FDI BT Maxim (BT Asset

 Management SAI SA)                                                                                                                                 Order number in the

 ·       Mrs. Liliana Anghel - proposed by the Ministry of Finance;                                                                                 Trade Register:

 ·       Mr. Marian-Cristian Mocanu - proposed himself.                                                                                             J40/21901/2005

 -        for the seat resulted from the expiry of Mr. Ciprian
 Laduncă's mandate on 15 November 2023:

                                                                                                                                                  Subscribed and paid-up
 · Mr. Ciprian Laduncă - proposed by Swiss Capital S.A..

                                                                                                                                                  share capital:
 (ii)      receiving candidate proposals for item 2 of the OGM agenda and

 no such proposal was received. As such, item 2 of the OGM agenda is left with                                                                      RON 3,233,269,110.76
 no object for voting and any decision on this item has no legal effects.

 Regarding the items on the OGM agenda, the Fund Manager recommends voting in

 favour of item 1.                                                                                                                                  Number of shares

 This recommendation is based on the strong performance of Franklin Templeton                                                                       in issue and paid-up:
 in managing Fondul Proprietatea over the last 13 years, with a total

 cumulative increase of 301% in the NAV and 624% in the share price from                                                                            6,217,825,213
 January 2011 until 31 July 2023. Key highlights include the successful

 completion of the landmark Initial Public Offering of Hidroelectrica in July
 2023 and the subsequent full distribution of proceeds from the IPO in

 September 2023 (which increases total distributions paid to shareholders to                                                                        Regulated market on which
 $6.7 billion). As a natural consequence, the Fund Manager has proposed a

 4-year mandate for Franklin Templeton to manage the Fund to allow for a                                                                            the issued securities are traded:
 continuation and implementation of the measures to generate value for the

 Fund's shareholders. The Fund Manager's view is that a change in the strategy                                                                      Shares on Bucharest Stock
 to manage the Fund is warranted to allow for new investments, building on the

 successful track record, which would also require a longer-term mandate.                                                                           Exchange

GDRs on London Stock Exchange
 The Fund Manager recommends voting "against" with respect to item 2 on the OGM

 agenda as no candidate proposal was received, this item being left with no
 object for voting and, in any case, any decision on this item has no legal

 effects.

 The Fund Manager refrains from making any voting recommendation on item 3 on
 the OGM agenda, as candidates for the Board of Nominees are appointed and

 approved by shareholders, but recommends shareholders to exercise their voting
 right only after reviewing the:

 
 -     The list of candidates and the related information available on the

 Fund's website at:
 https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2023/25%20September/OGM%203.%20List%206%20Sept%202023.pdf
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2023/25%20September/OGM%203.%20List%206%20Sept%202023.pdf)

 -     The Board of Nominees recommendation available on the Fund's website
 at: Current report candidates recommendation of the Board of Nominees
 (fondulproprietatea.ro)
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2023/BoN%20recomm_25%20Sep%202023%20GSM.pdf)

 The Fund Manager refrains from making any voting recommendation on items 4, 5
 and 6 on the OGM agenda, but notes that all these items are incompatible with
 item 1 on the OGM agenda.

 The Fund Manager recommends voting in favour of item 7 on the OGM agenda.

 Regarding the points on the EGM agenda, the Fund Manager recommends voting in
 favour of item 1 and item 3.

 The Fund Manager refrains from making any voting recommendation on item 2 on
 the EGM agenda, but notes that this item is incompatible with item 1 on the
 OGM agenda.

 The Fund Manager's voting recommendations contained herein are not binding in
 any way and should not be deemed under any circumstances as a supporting
 documentation/argument for substantiating one's vote. The Fund Manager will
 implement and will comply with all the decisions taken by the Fund's
 shareholders, irrespective of its recommendations herein, subject to
 compliance with law and regulation.

 Franklin Templeton International Services S.À R.L., acting as Alternative
 Investment Fund Manager of FONDUL PROPRIETATEA S.A.

 Johan MEYER

 Permanent Representative

 

 

 

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