AGM Information • Nov 13, 2020
AGM Information
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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
Shareholders resolutions (full text) approved by the Extraordinary and Ordinary General Shareholders' Meetings of Fondul Proprietatea SA on 13 November 2020
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Investment Manager of Fondul Proprietatea SA ("Fondul Proprietatea / the Company"), hereby publishes the resolutions (full text) taken today, 13 November 2020, by the Fund's Extraordinary General Shareholders Meeting and Ordinary General Shareholders Meeting.
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch acting as Investment Manager of FONDUL PROPRIETATEA S.A.
Johan MEYER Legal Representative
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 3,749,282,292.08
Paid-up share capital: RON 3,560,099,870.08
Number of shares in issue: 7,210,158,254
Number of paid shares: 6,846,345,904
Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange
GDRs on London Stock Exchange
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, 13 November 2020, 11:00 AM (Romanian time), was adopted the current resolution of the Shareholders' Extraordinary General Meeting ("EGM") of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea"), at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 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..
there are met the quorum for holding this meeting and the majority 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).
Thus, it was decided as follows:
I. The approval of the following amendments to the Constitutive Act of Fondul Proprietatea:
"(2) The ordinary general meeting of the shareholders has the following competencies, duties and functions:
f) to approve the remuneration policy applicable to the members of the Board of Nominees and to the Alternative Investment Fund Manager and to set the level of the remuneration of the financial auditor for financial audit services."
"(2) The ordinary general meeting of the shareholders has the following competencies, duties and functions:
f^1) to vote on an annual basis on the remuneration report for the previous fiscal year; such a vote shall be of an advisory nature and Fondul Proprietatea shall explain in the following remuneration report how the vote by the general meeting has been taken into account;".
"(2) The net accounting profit of Fondul Proprietatea, as reflected in the audited financial statements, shall be distributed according to the decision of the general meeting of the shareholders and to the legal provisions in force.
(3) Fondul Proprietatea creates the legal reserves and any other reserves, pursuant to the law. (..)
(5) The dividends are distributed to the shareholders proportional with the number of paid shares held at the relevant record date."
"d) as consequence of losses, as reflected in the audited financial statements, if the net asset value, determined as difference between the total asset and company's debts, represents less than half of the value of the subscribed share capital and if, not later than the termination of the financial year subsequent to the one during which the losses have been ascertained, the general meeting of the shareholders fails to decrease the share capital with an amount at least equal with the one of losses which could not be covered from reserves or to reconstitute the company's net asset up to the value at least equal with half of the subscribed share capital;"
"(1) For the calculation of the net assets value of Fondul Proprietatea, the portfolio holdings are valued and included in the Fund's net asset at the values established according to the accounting and legal regulations in force. The net asset value of the Fund is determined as the difference between the total assets value and the aggregate value of the Fund's debts, provisions and deferred income.
(2) The total value of the assets is calculated according to the legal regulations in force, by cumulating: a) non-current assets;
b) current assets; c) derivatives;
d) deferred expenses.
(3) The total value of debts, provisions and deferred income is determined based on information provided by Fund's own accounting organised and managed in accordance with the legal provisions in force. (4) The calculation of the net assets value is prepared by the Fund's Sole Director and certified by the
depositary bank on a monthly basis, for the last calendar day of the month, and for the dates when a share capital increase or decrease takes place respectively the dates when such share capital increase or decrease is recorded to Trade Registry."
This item is adopted with 3,300,366,958 votes, representing 99.908% 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 3,300,366,958 votes, representing 99.908% 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 3,301,366,958 votes, representing 99.938% 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:
0 votes "against";
2,034,400 abstentions;
________________________
This EGM decision no. 4 is drafted on behalf of the shareholders today, 13 November 2020, in 3 original counterparts by:
Johan MEYER Chairman
_______________________ 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, 13 November 2020, 11:00 AM (Romanian time), was adopted the current resolution of the Shareholders' Extraordinary General Meeting ("EGM") of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea"), at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 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..
Whereas:
there are met the quorum for holding this meeting and the majority 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).
Thus, it was decided as follows:
IV. The approval of the authorization of the Sole Director to buy-back shares of Fondul Proprietatea, global depositary receipts or depositary interests corresponding to shares of Fondul Proprietatea, 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 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 2021 until 31 December 2021. 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, the calculation of number of shares in relation to the aforementioned thresholds shall be based on the number of Fondul Proprietatea 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 buybacks 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 these shares. The said buyback programme is aimed at the share capital decrease of Fondul Proprietatea in accordance with Article 207 paragraph (1) letter (c) of Companies' Law no. 31/1990. This buy-back programme implementation will be done exclusively from the own sources.
This item is adopted with 3,130,564,598 votes, representing 94.768% 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 3,300,366,958 votes, representing 99.908% 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 3,301,366,958 votes, representing 99.938% 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 EGM decision no. 5 is drafted on behalf of the shareholders today, 13 November 2020, in 3 original counterparts by:
Johan MEYER Chairman
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, 13 November 2020, 12:00 PM (Romanian time), was adopted the current resolution of the Shareholders' Ordinary General Meeting ("OGM") of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea"), at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 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.
there are met the quorum for holding this meeting and the majority 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).
Thus, it was decided as follows:
I. The approval of 2021 budget of Fondul Proprietatea, in accordance with the supporting materials.
This item is adopted with 3,552,566,586 votes, representing 99.915% 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: 3,552,566,586 votes "for" and 1,000,000 votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no votes "not given".
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 3,553,566,586 votes, representing 99.943% 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: 3,553,566,586 votes "for" and no votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no 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 3,553,566,586 votes, representing 99.943% 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: 3,553,566,586 votes "for" and no votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no votes "not given".
This OGM decision no. 6 is drafted on behalf of the shareholders today, 13 November 2020, in 3 original counterparts by:
Johan MEYER Chairman
________________________
_______________________
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, 13 November 2020, 12:00 PM (Romanian time), was adopted the current resolution of the Shareholders' Ordinary General Meeting ("OGM") of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea"), at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 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.
there are met the quorum for holding this meeting and the majority 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).
Thus, it was decided as follows:
IV. The appointment of Mrs. Ilinca von Derenthall as member of the Board of Nominees following the resignation of Mrs. Vivian Nicoli; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with the acceptance date.
This item is adopted by secret vote with 3,388,724,781 votes, representing 95.307% 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: 3,388,724,781 votes "for" and 1,000,000 votes "against". There were also registered: 165,876,205 abstains, 618,306 annuled votes and no votes "not given".
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 3,553,566,586 votes, representing 99.943% 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: 3,553,566,586 votes "for" and no votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no votes "not given".
VI. 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 3,553,566,586 votes, representing 99.943% 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: 3,553,566,586 votes "for" and no votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no votes "not given".
This OGM decision no. 7 is drafted on behalf of the shareholders today, 13 November 2020, in 3 original counterparts by:
Johan MEYER Chairman
________________________
_______________________
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, 13 November 2020, 12:00 PM (Romanian time), was adopted the current resolution of the Shareholders' Ordinary General Meeting ("OGM") of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea"), at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 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.
there are met the quorum for holding this meeting and the majority 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).
Thus, it was decided as follows:
VII.The appointment of Mr. Ciprian Lăduncă as member of the Board of Nominees following the resignation of Mr. Steven Cornelis van Groningen; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with the acceptance date.
This item is adopted by secret vote with 3,264,553,358 votes, representing 91.814 % 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: 3,264,553,358 votes "for" and 209,264,835 votes "against". There were also registered: 74,149,333 abstains, 618,306 annuled votes and 7,633,460 votes "not given".
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 3,553,566,586 votes, representing 99.943% 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: 3,553,566,586 votes "for" and no votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no votes "not given".
IX. 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 3,553,566,586 votes, representing 99.943% 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: 3,553,566,586 votes "for" and no votes "against". There were also registered: 2,034,400 abstains, 618,306 annuled votes and no votes "not given".
This OGM decision no. 8 is drafted on behalf of the shareholders today, 13 November 2020, in 3 original counterparts by:
Johan MEYER Chairman
________________________
_______________________
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