Voting recommendation - 26 March 2024 OGSM

Fondul Proprietatea S.A.

19 March 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 recommendation and supporting materials related to the 26 March 2024 Ordinary General Shareholders Meeting 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. (the "Fund"/"Fondul Proprietatea"), would like to remind shareholders that the Fund Manager has convened the Fund's Ordinary  General Shareholders' Meeting ("OGM") for 26 March 2024 at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, 010292, Romania, commencing 11.00 a.m. (Romanian time). The entire OGM supporting documentation is available for the shareholders' reference on the Fund's website, here.   The deadline for proposing new items on the OGM Agenda expired on 23 February 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 OGM Agenda by introducing three new items. The OGM Agenda was supplemented accordingly. On 23 February 2024, 5:00 p.m. (Romanian time) also expired the deadline for receiving candidate proposals for two positions in the Board of Nominees of Fondul Proprietatea following the expiry of two mandates on 6 April 2024, as detailed in the List of candidates published on the Fund's website here. 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 of Items 1, 2, 3 and 8 on the OGM Agenda.   FT's voting recommendation with regards items 1 and 2 on the OGM Agenda is based on the commitment of the Fund Manager to continue the implementation of its proven strategy and track record of protecting 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 4 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: ·    The List of candidates and the related information available on the Fund's website here: ·    The Board of Nominees Guidance Letter available on the Fund's website here; ·    The Information Notice regarding the partial withdrawal as candidate for the position as Board of Nominees member published on the Fund's website here   -     The Fund Manager refrains from making any voting recommendation on Items 5, 6 and 7 on the OGM Agenda, but notes that these items are incompatible with items 1 and 2 on the OGM agenda. The Fund Manager's voting recommendations contained herein are not binding in any way and should not be deemed under any circumstances as a 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., acting as Alternative Investment Fund Manager of FONDUL PROPRIETATEA S.A. Johan MEYER Permanent Representative

Report date: 19 March 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 2,947,779,186.56 Number of shares in issue and paid-up: 5,668,806,128 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange

 

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