FONDUL PROPRIETATEA SA To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange Current report according to Article 113 point A, paragraph (1) of the Romanian National Securities Commission Regulation no. 1/2006 regarding the issuers and the operations with securities, as subsequently amended and completed, as well as the provisions of Article 99 of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments. Important events to be reported: Endorsement by the Financial Supervisory Authority of several amendments to the corporate documents of Fondul Proprietatea SA Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch (the "Fund Manager"), in its capacity as Sole Director and Fund Manager of Fondul Proprietatea SA (the "Fund"), would like to inform shareholders and investors that the Financial Supervisory Authority ("FSA") issued Endorsement no. 25 / 28 January 2016 and Endorsement no. 26/28 January 2016 (the "Endorsements"), whereby it endorsed the following amendments to the Fund's corporate documents, which were approved by the Fund's shareholders during the 29 October 2015 General Shareholders' Meetings. This refers to:
Please find the English translation of the FSA Endorsements enclosed in Annex 1. Also, for ease of reference, please find enclosed in Annex 2 a comparative table describing the amendments to the Constitutive Act for which the FSA proposed a different wording. | Report date: 29 January 2016 Name of the issuing entity: Fondul Proprietatea S.A. Registered office: 78-80 Buzesti St., th 7 floor, district 1, Bucharest, postal code 011017 Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631 Sole Registration Code with the Trade Register Office: 18253260 Order number in the Trade Register: J40/21901/2005 Subscribed share capital: RON 10,074,080,745.90 Paid-up share capital: RON 9,746,649,630.90 Number of shares in issue: 11,193,423,051 Number of paid shares: 10,829,610,701 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange |
According to the FSA Board Resolution of 27 January 2016, the Management Agreement signed between the Fund and Franklin Templeton International Services S.ÀR.L. ("FTIS"), as its Alternative Investment Fund Manager ("AIFM") and sole director, as approved by the Ordinary General Shareholders' Meeting Resolution no. 8/29 October 2015 with effect as of 1 April 2016, does not require FSA's endorsement prior to its entering into force. Furthermore, FSA considers that the Commission de Surveillance du Sector Financier of Luxembourg ("CSSF"), as the competent authority of the AIFM's home state, has oversight obligations in respect to the management of the Fund performed by FTIS, based on the notification sent from CSSF to FSA regarding the new Management Agreement.
Translation from Romanian
ROMANIA - Financial Supervisory Authority (FSA) Stamp of the Financial Supervisory Authority Incoming/Outgoing number SI/DRA 6835.2 January 28th, 2016
Stamp of Fondul Proprietatea SA Incoming no. 5 /January 28th, 2016
To:
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED
United Kingdom Bucharest Branch
78-80 Buzesti St., floors 7-8, Premium Point District 1, 011017, Bucharest, Romania
Fax: 021 200 96 31/32
To the attention of Ms. Oana Valentina TRUŢA - Manager Dear Madam,
Annex 1
Following your notices registered by FSA under no. 95978/05.11.2015 , 95974/05.11.2015 and 95986/05.11.2015, supplemented by notices no. 102372/04.12.205, 102372/04.12.2015, 108407/29.12.2015, 108475/30.12.2015 and 108475/30.12.2015
whereby you sent for endorsement purposes the Addendum no.5 to the Investment Management Agreement no.45 /29.04.2014 concluded between Franklin Templeton International Services S.à r.l and SC Fondul Proprietatea SA , namely the Constititive act of SC Fondul Proprietatea SA, as approved by the Resolutions of the Ordinary General Shareholders' Meeting and Extraordinary General Shareholders' Meeting of SC Fondul Proprietatea SA held on the 29th of October 2015, please find attached , in original, the following documents:
FSA's endorsement no. 25 /28.01.2016 FSA's endorsement no. 26/ 28.01.2016
Also, acting in accordance with the Decision of the Financial Supervisory Authority's Council from the 27th of January 2016, we inform you of the following:
Considering the provisions of Art. 46 par. (3) of Regulation no. 10/2015 and also the fact that starting with 01.04.2016 FONDUL PROPRIETATEA SA will be directly managed by Franklin Templeton International Services S.à r.l, under the principle of the freedom to provide services, as defined by Art. 34 par. (1) of Law no. 74/ 2015, according to which FSA is prohibited from imposing additional requirements to AIFMs , other than the provisions of the notification procedure referred to in the Art. 33. par. (2) of the European Directive 2011/61/EU, FSA considers that the endorsement of the Management Agreement based on which Franklin Templeton Investment Services S.à r.l will manage FONDUL PROPRIETATEA SA, is not required.
Commission de Surveillance du Secteur Financier Luxembourg, as competent authority in the country of origin of the AIFM, has the responsability of supervising how Franklin Templeton Investment Services S.à r.l, acting as AIFM, manages the AIF, as it has
already been duly notified of the provisions of the Management Agreement based on which Franklin Templeton Investment Services S.à r.l manages Fondul Proprietatea SA.
The approval of delegation of the portofolio management duties ( point 1, letter "a"), entity management (point 2 letter "a" points i-ix) and distribution ( letter "b") under AIFMD, by Franklin Templeton International Services S.à r.l to Franklin Templeton Investment Management Limited ( investment management company authorized and supervised by FCA-UK, which provides MiFID services and investment activities in Romania both directly and also through its Bucharest branch ), for FONDUL PROPRIETATEA SA, is the responsability of the Commission de Surveillance du Secteur Financier Luxembourg, as the competent authority in the country of origin of the AIFM, pursuant to Art. 20 of the Directive 2011/61/EU.
Sincerely yours,
Florentina Boboc Manager
Illegible signature Stamp of the FSA
Based on the provisions of Art. 1 par. (2), Art. 2 par. (1) letter a) and d) , Art. 3 letter a) and d), Art. 6 par. (1) and (3), Art. 14 and Art. 27 from Government Emergency Ordinance no. 93./2012 on the establishment,organization and operation of Financial Supervisory Authority (hereinafter FSA), approved as ammended and supplemented by Law no. 113/2013, as further amended and supplemented,
According to the provisions of Art. 14 par. (1) letter b) and par. (3) of Regulation no. 4/2010 of the National Securities Commission, on the registration with the National Securities Commission of the operations of the Company "Fondul Proprietatea SA" , as well as the trading of the shares issued by the Company, as further amended and supplemented,
considering the request of SC Fondul Proprietatea SA , registered by FSA under number 95978/05.11.2015 supplemented by notices no. 102372/04.12.2015 and no. 108475/30.12.2015,
considering the fact that the applicable legislation to AIFMs , respectivley Law no. 74/2015 and FSA Regulation no.10/2015, do not mention the necessity of endorsment by the FSA of activity delegation by AIFMs from member states who manage a AIF from Romania,
considering the fact that the new Manager approved by the Ordinary General Shareholders Meeting of SC Fondul Proprietatea SA ( Franklin Templeton International Services S.à r.l ) has the capacity of an AIFM , and that in this capacity will continue the management of the Fund by signing the Management Agreement with the Fund,
Fondul Proprietatea SA issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 January 2016 16:19:16 UTC
Original Document: http://www.fondulproprietatea.ro/sites/default/files/newsdocs/current_report_fsa_endorsed_several_amendments_to_fps_registration_documents.pdf
