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Current report according to Article 234 para. (1) letter d) and 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 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments
Important events to be reported: Shareholders' resolutions (full text) approved by the Extraordinary and Ordinary General Shareholders' Meetings of Fondul Proprietatea SA held on 27 September 2024
Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea / the Company / the Fund"), hereby publishes the Shareholders' resolutions (full text) approved by the Extraordinary and Ordinary General Meetings of Shareholders of Fondul Proprietatea on 27 September 2024.
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 | Report date: 30 September 2024
Name of the issuing entity: Fondul Proprietatea S.A.
Registered office: 76-80 Buzesti Street 7th floor, 1st district, Bucharest, 011017
Phone/fax number: Tel.: + 40 21 200 96 00 Fax: +40 31 630 00 48
Email:
Internet:
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
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Resolution no. 6 / 27 September 2024
of the Shareholders' Extraordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st District, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 11:00 AM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the EGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present EGM, manifesting their vote 1,260 of shareholders, which represents a number of 1,370,088,278 voting rights (i.e. 39.4824% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 38.5243% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
there are met the quorum for holding this meeting and the majority for shareholders to decide legally, under the legally required majority (according to art. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I paragraph (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. 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."
This item is approved with 1,186,573,752 votes, representing 86.6056% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,186,573,752 votes "for";
- 160,649,644 votes "against";
- 22,384,415 abstentions;
- 480,467 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
II. 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.
This item is approved with 1,350,786,245 votes, representing 98.5912% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,350,786,245 votes "for";
- 11,438,749 votes "against";
- 5,201,060 abstentions;
- 2,662,224 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
This EGM Resolution no. 6 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
___________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 7 / 27 September 2024
of the Shareholders' Extraordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st District, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 11:00 AM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the EGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present EGM, manifesting their vote 1,260 of shareholders, which represents a number of 1,370,088,278 voting rights (i.e. 39.4824% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 38.5243% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
there are met the quorum for holding this meeting and the majority for shareholders to decide legally, under the legally required majority (according to art. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I paragraph (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. 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."
This item is approved with 1,335,004,575 votes, representing 97.4393% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,335,004,575 votes "for";
- 19,960,180 votes "against";
- 14,717,389 abstentions;
- 406,134 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
II. 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.
This item is approved with 1,350,786,245 votes, representing 98.5912% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,350,786,245 votes "for";
- 11,438,749 votes "against";
- 5,201,060 abstentions;
- 2,662,224 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the EGM meeting.
This EGM Resolution no. 7 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 10 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. The approval of 2024 revised budget of Fondul Proprietatea, in accordance with the supporting materials.
This item is approved with 1,307,314,399 votes, representing 89.7241% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,307,314,399 votes "for";
- 8,919,961 votes "against";
- 117,352,594 abstentions;
- 23,451,221 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 10 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 11 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's constitutive act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. The appointment of Mrs. Ileana-Lăcrămioara Isărescu as member of the Board of Nominees for a mandate of three (3) years. The mandate starts on the date Mrs. Ileana-Lăcrămioara Isărescu accepts this appointment.
This item is approved with 827,854,664 votes, representing 56.8176% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 827,854,664 votes "for";
- 211,639,293 votes "against";
- 287,130,885 abstentions;
- 130,200,609 votes "not given";
- 0 votes annulled from correspondence;
- 212,724 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 11 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 12 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. 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.
This item is approved with 1,242,610,978 votes, representing 85.2834% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,242,610,978 votes "for";
- 17,567,122 votes "against";
- 192,960,147 abstentions;
- 3,899,928 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 12 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 13 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. 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.
This item is approved with 948,328,443 votes, representing 65.0860% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 948,328,443 votes "for";
- 349,772,048 votes "against";
- 155,582,718 abstentions;
- 3,021,633 votes "not given";
- 0 votes annulled from correspondence;
- 333,333 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 13 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
________________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 14 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. 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).
This item is approved with 1,074,348,475 votes, representing 73.7351% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,074,348,475 votes "for";
- 207,144,369 votes "against";
- 172,440,236 abstentions;
- 3,105,095 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 14 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
_______________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 15 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. 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 its appointment as financial advisor in accordance with Resolution no. 14 of 27 September 2024, 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.
This item is approved with 864,633,377 votes, representing 59.3418% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 864,633,377 votes "for";
- 389,898,728 votes "against";
- 194,532,177 abstentions;
- 7,973,893 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 15 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
_______________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 16 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. The approval of the authorisation of Mrs. Ilinca von Derenthall, as 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 of the 27 September 2024 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.
This item is approved with 944,116,342 votes, representing 64.7970% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 944,116,342 votes "for";
- 345,177,983 votes "against";
- 163,117,731 abstentions;
- 4,626,119 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 16 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
_______________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
Resolution no. 17 / 27 September 2024
of the Shareholders' Ordinary General Meeting of
FONDUL PROPRIETATEA S.A.
Headquarters: 76-80 Buzești Street, 7th floor, 1st district, Bucharest, Romania,
Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 27 September 2024, 12:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of 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, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").
Whereas:
§ The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 13 August 2024, in the Official Gazette of Romania, Part IV, number 3884 of 14 August 2024 and in "Adevărul" newspaper number 9193 of 14 August 2024 and republished with supplements on the Fund's website on 2 September 2024, in the Official Gazette of Romania, Part IV, number 4115 of 4 September 2024 and in "Adevărul" newspaper number 9205 of 4 September 2024;
§ The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations ("Companies' Law no. 31/1990");
§ The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
§ The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts, with its subsequent amendments and supplementations;
§ The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished ("Issuers' Law");
§ The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations ("Regulation no. 5/2018");
§ The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations ("Law no. 243/2019");
§ The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations ("Regulation no. 7/2020");
§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights ("CE Regulation 1212/2018");
§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),
it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 1,236 of shareholders, which represents a number of 1,457,038,175 voting rights (i.e. 41.9881% of the total voting rights at the reference date 6 September 2024, i.e. 3,470,123,151; i.e. 40.9692% of the total number of shares in issue at the reference date 6 September 2024, i.e. 3,556,427,239),
the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 112 paragraphs (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).
Following debates, the Fund's shareholders decide as follows:
I. 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.
This item is approved with 1,039,302,382 votes, representing 71.3298% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,039,302,382 votes "for";
- 403,528,978 votes "against";
- 11,775,017 abstentions;
- 2,431,798 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
II. 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.
This item is approved with 1,340,499,409 votes, representing 92.0017% of the total votes held by the present or represented shareholders, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990.
The votes were recorded as follows:
- 1,340,499,409 votes "for";
- 1,583,817 votes "against";
- 107,975,002 abstentions;
- 6,979,947 votes "not given";
- 0 votes annulled from correspondence;
- 0 votes annulled in the OGM meeting.
This OGM Resolution no. 17 is drafted on behalf of the shareholders today, 27 September 2024, in 3 original counterparts by:
_______________________
Johan MEYER
Chairman
_______________________
Ionuț IOANCĂ
Meeting secretary
_______________________
Livia DUMITRESCU
Technical secretary
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