AGM Information • Nov 15, 2019
AGM Information
Open in ViewerOpens in native device viewer
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:
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Investment Manager of Fondul Proprietatea SA hereby publishes the shareholders resolutions (full text) approved by the Extraordinary and Ordinary General Meetings of Shareholders of Fondul Proprietatea S.A. on 15 November 2019.
The shareholders of the Fund decided the following:
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch acting as Investment Manager of FONDUL PROPRIETATEA S.A.
Report date: 15 November 2019
Name of the issuing entity: Fondul Proprietatea S.A.
Registered office: 78-80 Buzesti Street 7th floor, district 1, Bucharest, 011017 Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631 Email: [email protected] Internet: www.fondulproprietatea.ro Sole Registration Code with the Trade Register Office: 18253260 Order number in the Trade Register: J40/21901/2005 Subscribed share capital: RON 3,959,264,762.44 Paid-up share capital: RON 3,770,082,340.44 Number of shares in issue: 7,613,970,697 Number of paid shares: 7,250,158,347 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange
Johan MEYER Legal Representative
Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 15 November 2019, 11:00 o'clock (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund") have met during the Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, 010065, 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..
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 paragrapgh (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. The approval of the authorization of the Sole Director to buy-back shares of Fondul Proprietatea S.A., global depositary receipts or depositary interests corresponding to shares of Fondul Proprietatea S.A., via trading on the regular market on which the shares, the global depositary receipts or the depositary interests corresponding to the shares of Fondul Proprietatea S.A. are listed, or bought through public tender offers, in compliance with the applicable law, for a maximum number of 800,000,000 treasury shares (being in the form of shares and/or shares equivalent as described above), starting with 1 January 2020 until 31 December 2020. The buy-back shall be performed at a price that cannot be lower than RON 0.2 / share or higher than RON 2 / share. In case of acquisitions of global depositary receipts or depositary interests corresponding to shares of Fondul Proprietatea S.A., the calculation of shares in relation to the aforementioned thresholds shall be based on the number of Fondul Proprietatea S.A. shares underlying such instruments and their minimum and maximum acquisition price in the currency equivalent (at the relevant official exchange rate published by the National Bank of Romania valid for the date on which the instruments are purchased) shall be within the price limits applicable to the share buy-backs above-mentioned, and shall be calculated based on the number of shares represented by each global depositary receipt or depositary interest. The transaction can only have as object fully paid shares, global depositary receipts or depositary interests corresponding to the shares. The said buy-back programme is aimed at the share capital decrease of Fondul Proprietatea S.A. in accordance with Article 207 paragraph (1) letter (c) of Companies' Law no. 31/1990. This buy-back programme implementation will be subject to the availability of the necessary financing sources.
This item is adopted with 3,331,659,065 votes, representing 99.9524% 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:
As they are not applicable to this EGM, shareholders do not decide on other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018, such as the date of the guaranteed participation and the payment date.
This item is adopted with 3,333,200,392 votes, representing 99.9986% 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:
This item is adopted with 3,331,130,392 votes, representing 99.9365% 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:
________________________
_______________________
_______________________
This decision is drafted on behalf of the shareholders today, 15 November 2019, in 3 original counterparts, by:
Johan MEYER Chairman
Andrei NEGULESCU Meeting secretary
Valeria NISTOR Technical secretary
Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 15 November 2019, 11:30 o'clock (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund") have met during the Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, 010065, 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..
Whereas:
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 paragrapgh (3) letter (a) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. The approval of the following amendment to the Constitutive Act of Fondul Proprietatea S.A. (in accordance with the Endorsement of the Financial Supervisory Authority no. 267/19.09.2019):
"(1) Shareholders of Fondul Proprietatea designate the Alternative Investment Fund Manager (AIFM) for the purpose of managing it. The AIFM has also the sole director role".
This item is adopted with 3,175,375,121 votes, representing 99.9354% 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:
II. In accordance with Article 176 paragraph (1) of Regulation no. 5/2018, the approval of 29 November 2019 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018, and 2 December 2019 as the Registration Date, computed in accordance with the provisions of Article 86 paragraph (1) of Issuers' Law.
As they are not applicable to this EGM, shareholders do not decide on other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018, such as the date of the guaranteed participation and the payment date.
This item is adopted with 3,176,810,089 votes, representing 99.9806% 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:
This item is adopted with 3,176,060,089 votes, representing 99.9570% 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:
________________________
This decision is drafted on behalf of the shareholders today, 15 November 2019, in 3 original counterparts, by:
Johan MEYER Chairman
Andrei NEGULESCU Meeting secretary
_______________________
_______________________
Valeria NISTOR Technical secretary
Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260
Today, 15 November 2019, 12:00 o'clock (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, 010065, 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:
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. 112 paragraph (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Fund's Constitutive Act).
Following debates, the Fund's shareholders decide as follows.
I. The approval of 2020 budget of Fondul Proprietatea S.A., in accordance with the supporting materials.
This item is adopted with 3,330,436,357 votes, representing 99.9594% of the validly casted votes, 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 casted votes were recorded as follows: 3,330,436,357 votes "for" and 1,350,968 votes "against". There were also registered: 891,327 abstains and 566,483 votes "not given".
II. In accordance with Article 176 paragraph (1) of Regulation no. 5/2018, the approval of 29 November 2019 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018, and 2 December 2019 as the Registration Date, computed in accordance with the provisions of Article 86 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 date of the guaranteed participation and the payment date.
This item is adopted with 3,331,977,684 votes, representing 100% of the validly casted votes, 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 casted votes were recorded as follows: 3,331,977,684 votes "for" and there were no votes "against". There were also registered: 700,968 abstains and 696,783 votes "not given".
III. The approval of the empowerment, with authority to be substituted, 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 adopted with 3,330,627,684 votes, representing 99.9594% of the validly casted votes, 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 casted votes were recorded as follows: 3,330,627,684 votes "for" and 1,350,000 votes "against". There were also registered: 700,968 abstains and 696,783 votes "not given".
This decision is drafted on behalf of the shareholders today, 15 November 2019, in 3 original counterparts, by:
Johan MEYER Chairman
Andrei NEGULESCU Meeting secretary
________________________
_______________________
_______________________
Valeria NISTOR Technical secretary
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.