REG - Fondul Proprietatea - FT's voting recommendations-27 Sep 2024 GSM

Fondul Proprietatea SAAnnouncement

Mon 08:00

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RNS Number : 2059F  Fondul Proprietatea S.A.  23 September 2024

 To:          Bucharest Stock Exchange                                                                                                           Report date:

                 Financial Supervisory Authority                                                                                                 23 September 2024

                London Stock Exchange

                                                                                                                                                 Name of the issuing entity:

 Current report according to Article 99 letter s) of the Code of the Bucharest                                                                   Fondul Proprietatea S.A.
 Stock Exchange, Title II, Issuers and Financial Instruments.

 Important events to be reported:

                                                                                                                                               Registered office:
 Voting recommendations and supporting materials related to the 27 September

 2024 shareholders' meetings                                                                                                                     76-80 Buzesti Street

 Franklin Templeton International Services S.À R.L., in its capacity as                                                                          7(th) floor, district 1,
 alternative investment fund manager and sole director (the "Fund Manager") of

 Fondul Proprietatea S.A. ("Fondul Proprietatea" / the "Fund"), would like to                                                                    Bucharest, 011017
 remind shareholders that the Fund Manager has convened the Fund's

 Extraordinary ("EGM") and Ordinary ("OGM") General Shareholders' Meetings for
 27 September 2024 at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le

 Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania,                                                                   Phone/fax number:
 starting at 11.00 a.m. (Romanian time) for the EGM, and 12.00 p.m. (Romanian

 time) for the OGM.                                                                                                                              Tel.: + 40 21 200 96 00

 The entire EGM and OGM supporting documentation is available for the                                                                            Fax: +40 31 630 00 48
 shareholders' reference on the Fund's website, here

 (https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/2024.html)
 .

                                                                                                                                               Email:
 The deadline for proposing new items on the EGM & OGM agendas expired on

 30 August 2024, 5:00 p.m. (Romanian time). The Fund received, within the                                                                        office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
 deadline, a request from the Ministry of Finance, which holds more than 5% of

 the share capital of Fondul Proprietatea, to supplement the EGM agenda by
 introducing one new item and the OGM agenda by introducing one new item. The

 EGM and OGM agendas were supplemented accordingly.                                                                                              Internet:

 On 30 August 2024, 5:00 p.m. (Romanian time) also expired the deadline for:                                                                     www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

 (i)   receiving candidate proposals for two positions in the Fund's Board of
 Nominees, following the expiration of the mandate of Mr. Nicholas Paris on 6

 April 2024 and the resignation of Mr. Martin Bernstein which became effective                                                                   Sole Registration Code with the Trade Register Office:
 on 12 July 2024, and the following proposals were received:

                                                                                                                                               18253260
 ·            Mr. Nicholas Paris - proposed by LCL Grup SRL;

 ·            Mr. George-Vladimir Duhan - proposed by the Ministry

 of Finance;                                                                                                                                     Order number in the Trade Register:

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

 ·            Mr. István Sárkány - proposed himself;

 ·            Mrs. Ileana-Lăcrămioara Isărescu - proposed by FDI                                                                                 Subscribed and paid-up share capital:
 BT Maxim (BT Asset Management SAI SA);

                                                                                                                                               RON 1,849,342,164.28
 ·            Mr. Andrew James Noble - proposed by Mr. Antoniu

 Codreanu,

 as detailed in the List of candidates published on the Fund's website here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/OGSM%202.%2030%20August%202024.pdf)

 .                                                                                                                                               Number of shares in issue and paid-up:

                                                                                                                                                 3,556,427,239

 (ii)   receiving candidate proposals for the appointment of a new sole
 director of Fondul Proprietatea that will act as alternative investment fund

 manager, and no such proposal was received. As such, item 9 of the OGM agenda                                                                   Regulated market on which the issued securities are traded:
 will not be put to vote because no candidacy proposals were submitted until

 the expiration of the deadline.                                                                                                                 Shares on Bucharest Stock Exchange

 Regarding the items on the EGM agenda, as detailed in the supplemented GSM                                                                      GDRs on London Stock Exchange
 Convening Notice published on the Fund's website here

 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/Supplemented%20CN.pdf)
 :

 -     the Fund Manager refrains from making any voting recommendation on

 items 1 and 3 on the EGM agenda;

 -     the Fund Manager recommends voting in favour on items 2 and 4 on the
 EGM agenda.

 Regarding the items on the OGM agenda, as detailed in the supplemented GSM
 Convening Notice published on the Fund's website here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/Supplemented%20CN.pdf)
 :

 -     the Fund Manager recommends voting in favour on items 1, 3, 8 and 11
 on the OGM agenda.

 FT's voting recommendation with regards items 1 and 8 on the OGM Agenda is
 based on the commitment of the Fund Manager to protect the interests of the
 shareholders of Fondul Proprietatea as well as creating additional value for
 shareholders.

 -     the Fund Manager refrains from making any voting recommendation on
 item 2 on the OGM agenda, as candidates for the Board of Nominees are
 appointed and approved by shareholders, but recommends shareholders to
 exercise their voting right only after reviewing:

 Ø The list of candidates and the related information available on the Fund's
 website here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2024/27%20September/OGSM%202.%2030%20August%202024.pdf)
 ;

 Ø  The Board of Nominees Guidance Letter available on the Fund's website
 here
 (https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2024/BoN%20Guidance%20Letter%20-%20Sep.pdf)
 .

 -     the Fund Manager refrains from making any voting recommendation on
 items 4, 5, 6, 7 and 10 on the OGM agenda, but notes that item 10 is
 incompatible with item 8 on the OGM agenda.

 Item 9 of the OGM agenda will not be put to vote because no candidacy
 proposals were submitted until the expiration of deadline, namely August 30,
 2024, at 5:00 PM (Romanian time).

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

 Franklin Templeton International Services S.À R.L, in its capacity of
 alternative investment fund manager and sole director of FONDUL PROPRIETATEA
 S.A.

 Johan MEYER

 Permanent Representative

 

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