RCS - Fondul Proprietatea - OGSM & EGSM resolutions 29 April 2025

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RNS Number : 6677G  Fondul Proprietatea S.A.  29 April 2025

 To:          Bucharest Stock Exchange                                            Report date:

                 Financial Supervisory Authority                                  29 April 2025

                London Stock Exchange                                             Name of the issuing entity:

                                                                                  Fondul Proprietatea S.A.

 Current report according to Article 234 para. (1) letter e) of the Financial
 Supervisory Authority Regulation no. 5/2018 on issuers of financial

 instruments and market operations, as well as the provisions of Article 99       Registered office:
 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and

 Financial Instruments                                                            76-80 Buzesti Street

 Important events to be reported:                                                 7(th) floor, district 1,

 Resolutions of the Extraordinary and Ordinary General Meetings of Shareholders   Bucharest, 011017
 of Fondul Proprietatea S.A. held on 29 April 2025

                                                                                Phone/fax number:
 Franklin Templeton International Services S.À R.L, as alternative investment

 fund manager and sole director of Fondul Proprietatea SA ("Fondul                Tel.: + 40 21 200 96 00
 Proprietatea" / the "Fund"), hereby, announces that on 29 April 2025 were held

 at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon,        Fax: +40 31 630 00 48
 1-3 Episcopiei Street, 1st District, Bucharest, 010292, Romania, the Fund's

 Extraordinary General Shareholders Meeting ("EGM") and Ordinary General
 Shareholders Meeting ("OGM") commencing 11:00 am (Romanian time) in case of

 EGM and 12:00 pm (Romanian time) in case of OGM.                                 Email:

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

 The meetings were chaired by Mr. Johan Meyer, the Permanent Representative of
 Franklin Templeton International Services S.à r.l., the Sole Director of the

 Fund.                                                                            Internet:

                                                                                  www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 The shareholders of the Fund decided the following with respect to:

                                                                                  Sole Registration Code with the Trade Register Office:

 A. The agenda of the EGM:                                                        18253260

 Ø To approve Item 1 on the EGM Agenda, respectively,                             Order number in the Trade Register:

                                                                                  J40/21901/2005

 "The approval of:

                                                                                  Subscribed and paid-up share capital:

 (a)  the amendment and update of the Fund's business object in accordance        RON 1,849,342,164.28
 with the Nomenclature of Economic Activities - NACE rev. 3 in line with the

 provisions of Order no. 377/2024 regarding the update of the Nomenclature of
 Economic Activities - NACE, as follows:

                                                                                Number of shares in issue and paid-up:
 Main domain of activity: Activities of investment funds; mutual funds and

 other similar financial entities (NACE Code 643);                                3,556,427,239

 Main activity: Activities of money market funds and non-money market funds       Regulated market on which the issued securities are traded:
 (NACE Code 6431); and

                                                                                Shares on Bucharest Stock Exchange
 Secondary activity: Mutual funds and similar financial institutions (NACE Code

 6432).

 (b)  the amendment of Article 6 of the Fund's Constitutive Act, which shall
 be read as follows:

 "(1) Fondul Proprietatea has as main object of activity the management and
 administration of the portfolio.

 (2) The main domain of activity of Fondul Proprietatea is the one described by
 CAEN Code 643 - Activities of investment funds; mutual funds and other similar
 financial entities.

 The main activity is "Activities of money market funds and non-money market
 funds" (NACE Code 6431).

 The secondary activity is "Mutual funds and similar financial institutions"
 (NACE Code 6432).

 (3) The business object of Fondul Proprietatea is the following:

 a) management and administration of the portfolio;

 b) other additional and adjacent activities, according to the regulations in
 force."

 Ø To approve Item 2 on the EGM Agenda, respectively,

 "The approval of the decrease of the legal reserve of Fondul Proprietatea by
 RON 36,986,843.20 from RON 369,868,432.86, representing 22.22% of the share
 capital, to RON 332,881,589.66, representing 20.00% of the share capital value
 after the implementation and effectiveness of the share capital decrease
 approved through the EGSM Resolution no. 9/2 December 2024 (the "Share Capital
 Decrease"), subject to the implementation and effectiveness of the Share
 Capital Decrease. Following the decrease, the corresponding amount will be
 transferred to Retained earnings and used to set up a reserve in accordance
 with item 7 of the OGM Agenda. If item 7 of the OGM Agenda is not approved,
 the amount will remain available for future use by shareholders under the
 retained earnings caption."

 Ø To approve Item 3 on the EGM Agenda, respectively,

 "The approval of:

 (a)             The date of 27 May 2025 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; and of

 The date of 28 May 2025 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 date of the guaranteed participation and the payment date.

 (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' resolutions,
 including formalities for publication and registration thereof with the Trade
 Registry or with any other public institution."

 B. The agenda of the OGM:

 Ø To approve Item 2 on the OGM Agenda, respectively,

 "The approval of the Annual Activity Report of the Sole Director of Fondul
 Proprietatea for the financial year 2024, including the financial statements
 for the year ended on 31 December 2024 prepared in accordance with the
 International Financial Reporting Standards as adopted by the European Union
 and applying the Financial Supervisory Authority Norm no. 39/ 28 December
 2015, including in the format according to provisions of the EU Delegated
 Regulation 2019/815 of the Council with regard to regulatory technical
 standards on the specification of a single electronic reporting format), based
 on the auditor's report (all as presented in the supporting documentation, on
 the website of Fondul Proprietatea), the ratification of all legal acts
 concluded, adopted or issued on behalf of Fondul Proprietatea, as well as of
 any management/administration measures adopted, implemented, approved or
 concluded during 2024 financial year, along with the discharge of the Sole
 Director's for any liability for its administration during 2024 financial
 year."

 Ø To approve Item 3 on the OGM Agenda, respectively,

 "The approval of the Remuneration Report of Fondul Proprietatea for the 2024
 financial year." (consultative vote)

 Ø To approve Item 4 on the OGM Agenda, respectively,

 "The approval of the Remuneration Policy of Fondul Proprietatea applicable to
 the mandate of the Fund Manager which started on 1 April 2025, as described in
 the supporting documentation."

 Ø To approve Item 5 on the OGM Agenda, respectively,

 "The approval to partially cover with the amount of RON 689,417,797.42 from
 various elements of Retained earnings the negative reserves of RON
 774,756,257.81 incurred during 2024 on the cancellation of the treasury shares
 acquired during 2023, in accordance with the supporting materials."

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

 "Subject to the approval of item 5 of this OGM agenda, the approval of the
 distribution of the 2024 net audited accounting profit, as follows:

 6.1. The approval to partially cover with the amount of RON 85,338,460.39 the
 negative reserves of RON 774,756,257.81 incurred during 2024 on the
 cancellation of the treasury shares acquired during 2023, in accordance with
 the supporting materials;

 6.2. The approval of the value of the gross dividend of RON 0.0409 per share
 from the 2024 financial year audited profit, in accordance with the supporting
 materials.

 The approval for starting the payment of the dividends on 19 June 2025 (the
 Payment Date of this OGM as defined at item 10 of this OGM) to the persons
 registered as shareholders of Fondul Proprietatea on 28 May 2025 (the
 Registration Date as defined at item 10 of this OGM). Treasury shares do not
 constitute dividend entitlement.

 6.3. The approval to allocate from 2024 net audited accounting profit an
 amount of RON 1,366,923.22 to other reserves to be used for covering the
 negative reserves estimated to arise in 2025 from the cancellation of treasury
 shares acquired 2024 buy-back programme, in accordance with the supporting
 materials; and

 6.4. The remaining 2024 accounting profit in amount of RON 33,915,095.21 will
 remain available to shareholders under Retained earnings for further use, in
 accordance with the supporting materials."

 Ø To approve Item 7 on the OGM Agenda, respectively,

 "The approval to set-up additional Other reserves (in addition to item 6.3 of
 this OGM agenda) in amount of RON 36,986,843.20, to be used in the future
 periods to cover the negative reserves of RON 38,353,766.42 to be incurred
 during 2025 financial year upon the completion of the cancelation of the
 treasury shares acquired during the 2024 buy-back programme and subject to the
 approval by shareholders of item 2 of the EGM Agenda and item 6 of this OGM
 Agenda, in accordance with the supporting materials."

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

 "The approval of the additional fees to be paid to Ernst & Young Assurance
 Services, the Fund's financial auditor, for the audit of the financial
 statements of FP for the FY ended 31 December 2024 amounting to EUR 21,000
 (before VAT)."

 Ø To approve Item 9 on the OGM Agenda, respectively,

 "The approval of the reclassification of the amount of RON 1,776,611 from the
 category "Expenses related to listing of portfolio holdings" to "Fund Manager
 Selection related expenses" for the payment of services related to the
 selection of an AIFM, including negotiations of the management agreement with
 the AIFM, financial advisory services and legal services required for this
 purpose, along with the approval of the corresponding amendment to the 2025
 Fondul Proprietatea Budget, in accordance with the supporting materials. The
 reclassification is neutral to the total 2025 Fondul Proprietatea budget,
 which will remain unchanged."

 Ø To approve Item 10 on the OGM Agenda, respectively,

 "The approval of:

 (a)  The date of 27 May 2025 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 28 May 2025 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.

 The date of 19 June 2025 as the Payment Date, in accordance with Article 178
 paragraph (2) of Regulation no. 5/2018, computed with the provisions of
 Article 87 paragraph (2) 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 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."

 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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