FT's voting recommendations-27 Sep 2024 GSM

Fondul Proprietatea S.A.

23 September 2024

 

To:          Bucharest Stock Exchange                 Financial Supervisory Authority                London Stock Exchange Current report according to Article 99 letter s) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments. Important events to be reported: Voting recommendations and supporting materials related to the 27 September 2024 shareholders' meetings Franklin Templeton International Services S.À R.L., in its capacity as alternative investment fund manager and sole director (the "Fund Manager") of Fondul Proprietatea S.A. ("Fondul Proprietatea" / the "Fund"), would like to 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, starting at 11.00 a.m. (Romanian time) for the EGM, and 12.00 p.m. (Romanian time) for the OGM. The entire EGM and OGM supporting documentation is available for the shareholders' reference on the Fund's website, here. 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 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. On 30 August 2024, 5:00 p.m. (Romanian time) also expired the deadline for: (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 on 12 July 2024, and the following proposals were received: ·            Mr. Nicholas Paris - proposed by LCL Grup SRL; ·            Mr. George-Vladimir Duhan - proposed by the Ministry of Finance; ·            Mr. Marian-Cristian Mocanu - proposed himself; ·            Mr. István Sárkány - proposed himself; ·            Mrs. Ileana-Lăcrămioara Isărescu - proposed by FDI BT Maxim (BT Asset Management SAI SA); ·            Mr. Andrew James Noble - proposed by Mr. Antoniu Codreanu, as detailed in the List of candidates published on the Fund's website here. (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 will not be put to vote because no candidacy proposals were submitted until the expiration of the deadline. Regarding the items on the EGM agenda, as detailed in the supplemented GSM Convening Notice published on the Fund's website here: -     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: -     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; Ø  The Board of Nominees Guidance Letter available on the Fund's website here. -     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

Report date: 23 September 2024 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: [phone] Email: [e-mail] 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 1,849,342,164.28 Number of shares in issue and paid-up: 3,556,427,239 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange

 

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