To: Bucharest Stock Exchange
Financial Supervisory Authority
London Stock Exchange
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:
The resolutions of the Ordinary General Shareholders’ Meeting of Fondul Proprietatea SA held on 4 September 2019
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Investment Manager of Fondul Proprietatea SA (“Fondul Proprietatea” / the “Fund”), hereby announces that on 4 September 2019, the Fund’s Ordinary General Shareholders Meeting (“OGM”) was held at “Radisson Blu” Hotel, in Bucharest, commencing 12:00 pm (Romanian time).
The meeting was chaired by Mr. Johan Meyer, as Permanent Representative of Franklin Templeton International Services S.a r.l., the Sole Director of the Fund.
Following the said meeting, the shareholders of the Fund decided the following:
1. To appoint Mr. Mark Henry Gitenstein as member in the Board of Nominees following the expiration of his current mandate. The mandate is valid for a period of three (3) years and shall produce its effects starting with 29 September 2019, subject to the acceptance of the mandate by the newly appointed member.
2. To appoint Deloitte Audit S.R.L. as the financial auditor of Fondul Proprietatea S.A., setting the duration of the financial audit agreement for the period starting with the date of approval of this decision and 31 August 2021; setting the scope of work of the financial audit agreement: audit of the financial statements of Fondul Proprietatea SA for 2020 financial year, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, including Deloitte UK financial statements review, and setting the level of its remuneration for the financial audit services described above at a maximum level (without VAT) of EUR 78,500 + GBP 9,800 for auditing the said 2020 financial statements.
3. In accordance with Article 176 paragraph (1) of Regulation no. 5/2018, to approve:
(i) 25 September 2019 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018, and
(ii) 26 September 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 did 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.
4. To approve 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.
As regards the appointment of a member in the Board of Nominees following the expiration of Mr. Sorin Mihai Mindrutescu’s mandate on 29 September 2019, considering that two candidates obtained the majority of votes “in favour” (according to article 112 of Romanian Companies Law “The decisions of the ordinary general meeting shall be taken by the majority of the votes cast” and based on articles 208 and 209 of the Romanian Financial Supervisory Authority Regulation implementing Issuers Law, ‘abstentions’ are not considered in the calculation of voting results) while only one seat is available, the Fund Manager acknowledged that this resolution cannot produce effects and it has been decided that another General Shareholders Meeting will be organised having this item on the agenda. For clarity, the details of today’s votes are below:
- Votes in favour: 749,614,606
- Votes against: 132,527,519
- Abstentions: 2,548,430,199
- Votes in favour: 3,130,036,135
- Votes against: 472,655,167
- Abstentions: 11,201,363
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch acting as Investment Manager of FONDUL PROPRIETATEA S.A.
4 September 2019
Name of the issuing entity:
Fondul Proprietatea S.A.
78-80 Buzesti Street
7th floor, district 1,
Tel.: + 40 21 200 9600
Fax: + 40 21 200 9631
Sole Registration Code with the Trade Register Office:
Order number in the Trade Register:
Subscribed share capital:
Paid-up share capital:
Number of shares in issue:
Number of paid shares:
Regulated market on which the issued securities are traded:
Shares on Bucharest Stock Exchange
GDRs on London Stock Exchange