Pre-Annual General Meeting Information • Jul 28, 2023
Pre-Annual General Meeting Information
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Current report according to Article 234 para. (1) letter b) 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.
Request to Supplement the Convening notice of the Ordinary General Meeting of Shareholders of Fondul Proprietatea S.A. to be held on 18 August 2023
Franklin Templeton International Services S.À R.L., in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Fondul Proprietatea / FP"), would like to inform shareholders that on 28 July 2023 it received from the Ministry of Finance, holding 5.96% of Fondul Proprietatea's share capital*, a request to supplement with a new item the agenda of the Ordinary General Shareholders Meeting ("OGSM") Fondul Proprietatea convened for 18 August 2023.
Attached to this report is the Ministry of Finance's request to supplement the agenda of the OGSM Fondul Proprietatea agenda convened for 18 August 2023.
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
* in accordance with the shareholding structure and total number of voting rights at the level of Fondul Proprietatea as at 30 June 2023 as received from Depozitarul Central S.A.
Report date: 28 July 2023
Name of the issuing entity: Fondul Proprietatea S.A.
Registered office: 76-80 Buzesti Street 7th floor, district 1, Bucharest, 011017
Phone/fax number: Tel.: + 40 21 200 96 00 Fax: +40 31 630 00 48
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 and paid-up share capital: RON 3,233,269,110.76
Number of shares in issue and paid-up: 6,217,825,213
Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange
GDRs on London Stock Exchange
Government of Romania MINISTRY OF FINANCE CABINET OF THE MINISTER
Address: Strada Buzesti nr. 76-80, Premium Point, et. 7-8 sector 1, cod postal 011843 Bucharest, Romania
Dear Sirs,
Further to the full exercise of the Over-Allotment Option by Citigroup Global Markets Europe AG, acting as Stabilization Manager, Fondul Proprietatea sold 11,701,067 additional ordinary shares in Hidroelectrica, for which it received additional gross proceeds in the amount of RON 1,216,910,968.
The General Meeting of Shareholders decided by Decision no. 3/15 November 2022 that the proceeds resulting from the partial or entire sale of the shares during that secondary public offer will be distributed to Company's shareholders in the form of a special dividend within 3 months of the collection of that amount by the Company.
Considering the above, the need to apply the decisions made by the General Meeting of Shareholders of Fondul Proprietatea, and considering that the publication of the notice convening the General Meeting of Shareholders for the meeting of 18.08.2023 was done within the stabilization deadline, we ask you, according to provisions of art. 1171 of Companies Law no. 31/1990, as amended and supplemented, to take the necessary steps to supplement the agenda of the General Meeting of Shareholders of Fondul Proprietatea with the item below:
"Approval of the payment of a special dividend in gross amount of lei 1.7225 per share resulting from collections, amounting to lei 9,281,212,040 resulting from the initial public offer of shares held by Fondul Proprietatea in SPEEH Hidroelectrica S.A. The distribution of collections resulting from the sale of SPEEH Hidroelectrica S.A. shares as special dividends was approved during the Extraordinary General Meeting of Shareholders of Fondul Proprietatea, according to Decision no. 3/15.11.2022, item I."
Given the above, as well as provisions of art. 105 para. 3 of Law no. 24/2017 on issuers of financial instruments and market operations, the draft decision proposed by the General Meeting of Shareholders of Fondul Proprietatea is:
"Approves the payment of a special dividend in gross amount of lei 1.7225 per share resulting from collections, amounting to lei 9,281,212,040 resulting from the initial public offer of shares held by Fondul Proprietatea in SPEEH Hidroelectrica S.A. The distribution of collections resulting from the sale of SPEEH Hidroelectrica S.A. shares as special dividends was approved during the Extraordinary General Meeting of Shareholders of Fondul Proprietatea, according to Decision no. 3/15.11.2022, item I."
We also send in attachment a copy of the proof of the capacity of shareholder of the Ministry of Finance in Fondul Proprietatea, issued by the Central Depository.
Sincerely,
MINISTRY OF FINANCE Marcel-Ioan Bolos illegible signature and stamp
Statement of account no. 12844073, page 1/1 Depozitarul Central SA, Bd. Carol I nr. 34-36, et. 8, sector 2, Bucharest
| Name | MINISTRY OF PUBLIC FINANCE |
|---|---|
| SRC | MFP4221306 |
| TR no. | J |
| Office | BUCHAREST, STR. APOLODOR NR. 17, SECTOR 5, ROM |
| Symbol | Name and address of the issuing company | Nom. val. | Status | URC | ISIN | Holdings | Number of | % | Account |
|---|---|---|---|---|---|---|---|---|---|
| class | holdings | (*) | |||||||
| FP | Fondul Proprietatea S.A. Bucharest, Str. Buzesti Nr.78-80 Etaj 7-8 | 0.52 RON | Trans. | 18253260 | ROFPTAACNOR5 | Shares | 0 0.0000 | 1 | |
| FP | Fondul Proprietatea SA. Bucharest. Str. Buzesti Nr.78-80 Etaj 7-8 | 0.52 RON | Trans. | 18253260 | ROFPTAACNOR5 | Shares | 0 0.0000 | 2 | |
| FP | Fondul Proprietatea SA. Bucharest, Str. Buzesti Nr.78-80 Etaj 7-8 | 0.52 RON | Trans. | 18253260 | ROFPTAACNOR5 | Shares | 370456198 5.7773 | 3 | |
| FP | Fondul Proprietatea S.A. Bucharest, Str. Buzesti Nr.78-80 Etaj 7-8 | 0.52 RON | Trans. | 18253260 | ROFPTAACNOR5 | Shares | 0 0.0000 | 4 |
(*) Account 1: no. 599547885751294, type: Individual, status: Unrestricted;
Account 2: no. 179368903809066, type: Individual, status: Restricted: Restriction unpaid shares;
Account 3: no. 610775607746160, type: Individual, status: Restricted: Seizure;
Account 4: no. 554109369479508, type: Individual, status: Restricted: Seizure/Restriction unpaid shares;
The statement of account issued by the Depozitarul Central SA is not a security or negotiable instrument, but proof that, on the mentioned date the person whose name appears on the statement of account is the holder of the securities referred to in the statement.
Document issued by: DC - Register of Participants Operations Department and Holders & Archives on 10.10.2022 13:58:27 On: Mihaiela-Cecilia Ursulica
Signature: illegible signature
stamp of Depozitarul Central SA, Romania – 71
handwritten: true copy illegible signature
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