REG - Fondul Proprietatea - Voting recommendation - 26 March 2024 OGSM

Fondul Proprietatea SAAnnouncement

19/03/2024 15:30

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RNS Number : 4735H  Fondul Proprietatea S.A.  19 March 2024

 To:          Bucharest Stock Exchange

Report date:
                 Financial Supervisory Authority

                                                                                                                                               19 March 2024
                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 recommendation and supporting materials related to the 26 March 2024                                                                     Registered office:
 Ordinary General Shareholders Meeting

                                                                                                                                               76-80 Buzesti Street
 Franklin Templeton International Services S.À R.L., in its capacity as

 alternative investment fund manager and sole director (the "Fund Manager") of                                                                   7(th) floor, district 1,
 Fondul Proprietatea S.A. (the "Fund"/"Fondul Proprietatea"), would like to

 remind shareholders that the Fund Manager has convened the Fund's Ordinary                                                                      Bucharest, 011017
  General Shareholders' Meeting ("OGM") for 26 March 2024 at "INTERCONTINENTAL

 ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street,
 1(st) District, Bucharest, 010292, Romania, commencing 11.00 a.m. (Romanian

 time).                                                                                                                                          Phone/fax number:

 The entire OGM supporting documentation is available for the shareholders'                                                                      Tel.: + 40 21 200 96 00
 reference on the Fund's website, here

 (https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/2024.html)                                         Fax: +40 31 630 00 48
 .

 The deadline for proposing new items on the OGM Agenda expired on 23 February

 2024, 5:00 p.m. (Romanian time). The Fund received, within the deadline, a                                                                      Email:
 request from the Ministry of Finance, which holds more than 5% of the share

 capital of Fondul Proprietatea, to supplement the OGM Agenda by introducing                                                                     office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
 three new items. The OGM Agenda was supplemented accordingly.

 On 23 February 2024, 5:00 p.m. (Romanian time) also expired the deadline for

 receiving candidate proposals for two positions in the Board of Nominees of                                                                     Internet:
 Fondul Proprietatea following the expiry of two mandates on 6 April 2024, as

 detailed in the List of candidates published on the Fund's website here                                                                         www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/26%20March/OGSM%204.%20List%2023%20Feb%202024.pdf)

 .

 Regarding the items on the OGM Agenda, as detailed in the supplemented GSM                                                                      Sole Registration Code with the Trade Register Office:
 Convening Notice published on the Fund's website here

 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/26%20March/Supplem%20Convening%20Notice.pdf)         18253260
 :

 -     The Fund Manager recommends voting in favour of Items 1, 2, 3 and 8

 on the OGM Agenda.                                                                                                                              Order number in the Trade Register:

 FT's voting recommendation with regards items 1 and 2 on the OGM Agenda is                                                                      J40/21901/2005
 based on the commitment of the Fund Manager to continue the implementation of

 its proven strategy and track record of protecting the interests of the
 shareholders of Fondul Proprietatea as well as creating additional value for

 shareholders.                                                                                                                                   Subscribed and paid-up share capital:

 -     The Fund Manager refrains from making any voting recommendation on                                                                        RON 2,947,779,186.56
 Item 4 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 List of candidates and the related information available on the

 Fund's website here                                                                                                                             Number of shares in issue and paid-up:
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/26%20March/OGSM%204.%20List%2023%20Feb%202024.pdf)

 :                                                                                                                                               5,668,806,128

 ·    The Board of Nominees Guidance Letter available on the Fund's website
 here

 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/26%20March/Guidance%20Letter.pdf)                    Regulated market on which the issued securities are traded:
 ;

                                                                                                                                               Shares on Bucharest Stock Exchange
 ·    The Information Notice regarding the partial withdrawal as candidate

 for the position as Board of Nominees member published on the Fund's website                                                                    GDRs on London Stock Exchange
 here

 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2024/partial%20withdrawal.pdf)

 -     The Fund Manager refrains from making any voting recommendation on

 Items 5, 6 and 7 on the OGM Agenda, but notes that these items are
 incompatible with items 1 and 2 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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