UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-22424
NAME OF REGISTRANT: Global Macro Absolute Return
Advantage Portfolio
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place
Boston, MA 02110
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
Two International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2014 - 06/30/2015
Global Macro Absolute Return Advantage Portfolio
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COMMERCIAL BANK OF CEYLON PLC, COLOMBO Agenda Number: 705899118
--------------------------------------------------------------------------------------------------------------------------
Security: Y16904107
Meeting Type: AGM
Meeting Date: 31-Mar-2015
Ticker:
ISIN: LK0053N00005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO RECEIVE AND CONSIDER THE ANNUAL REPORT Mgmt For For
OF THE BOARD OF DIRECTORS ON THE AFFAIRS OF
THE COMPANY, THE STATEMENT OF COMPLIANCE
AND THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2014 TOGETHER WITH THE
REPORT OF THE AUDITORS THEREON
2.I DECLARATION OF A FINAL DIVIDEND AND Mgmt For For
APPROVAL OF ITS METHOD OF SATISFACTION:
THAT A FINAL DIVIDEND OF RS. 4/- PER ISSUED
AND FULLY-PAID ORDIN ARY (VOTING) AND
(NON-VOTING) SHARE CONSTITUTING A TOTAL SUM
OF RS. 3,464,347,048/- BASED ON THE ISSUED
ORDINARY (VOTING) AND (NON-VOTING) SHARES
AS AT FEBRUARY 20, 2015
2.II WAIVER OF PRE-EMPTION RIGHTS Mgmt For For
2.III APPROVAL OF AN ISSUE OF ORDINARY (VOTING) Mgmt For For
AND (NON-VOTING) SHARES
3.A TO RE-ELECT THE DIRECTOR WHO, IN TERMS OF Mgmt For For
THE COMPANY'S ARTICLES OF ASSOCIATION, ARE
RETIRING BY ROTATION: PROF. UDITHA PILANE
LIYANAGE
3.B TO RE-ELECT THE DIRECTOR WHO, IN TERMS OF Mgmt For For
THE COMPANY'S ARTICLES OF ASSOCIATION, ARE
RETIRING BY ROTATION: MR. LAKSHMAN
HULUGALLE
3.C TO RE-ELECT THE DIRECTOR WHO, IN TERMS OF Mgmt For For
THE COMPANY'S ARTICLES OF ASSOCIATION, ARE
RETIRING BY ROTATION: MR. HAKAN JOHN WILSON
3.D TO RE-ELECT THE DIRECTOR WHO, IN TERMS OF Mgmt For For
THE COMPANY'S ARTICLES OF ASSOCIATION, ARE
RETIRING BY ROTATION: MR. SIVAKRISHNARAJAH
RENGANATHAN
4.A TO RE-APPOINT MESSRS KPMG, CHARTERED Mgmt For For
ACCOUNTANTS AS RECOMMENDED BY THE BOARD OF
DIRECTORS, AS AUDITORS TO THE COMPANY FOR
THE FINANCIAL YEAR ENDING DECEMBER 31, 2015
4.B TO AUTHORISE THE BOARD OF DIRECTORS TO Mgmt For For
DETERMINE THE REMUNERATION OF THE AUDITORS
FOR THE FINANCIAL YEAR ENDING DECEMBER 31,
2015
5 TO AUTHORISE THE BOARD OF DIRECTORS TO Mgmt Against Against
DETERMINE DONATIONS FOR THE YEAR 2015
--------------------------------------------------------------------------------------------------------------------------
COMMERCIAL BANK OF CEYLON PLC, COLOMBO Agenda Number: 705900086
--------------------------------------------------------------------------------------------------------------------------
Security: Y16904107
Meeting Type: EGM
Meeting Date: 31-Mar-2015
Ticker:
ISIN: LK0053N00005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO ESTABLISH THE EMPLOYEE SHARE OPTION PLAN Mgmt For For
- 2015
2 WAIVER OF PRE-EMPTION RIGHTS TO NEW SHARES Mgmt For For
TO BE ISSUED UNDER THE EMPLOYEE SHARE
OPTION PLAN - 2015 TO PARTIES, OTHER THAN
EXISTING SHAREHOLDERS
3 APPROVAL UNDER SECTION 99 OF THE COMPANIES Mgmt For For
ACT NO. 7 OF 2007 & ARTICLE 10 OF THE
ARTICLES OF ASSOCIATION
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE ANNINGTON IMMOBILIEN SE, DUESSELDORF Agenda Number: 705905163
--------------------------------------------------------------------------------------------------------------------------
Security: D1764R100
Meeting Type: AGM
Meeting Date: 30-Apr-2015
Ticker:
ISIN: DE000A1ML7J1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BY JUDGEMENT OF OLG Non-Voting
COLOGNE RENDERED ON JUNE 6, 2012, ANY
SHAREHOLDER WHO HOLDS AN AGGREGATE TOTAL OF
3 PERCENT OR MORE OF THE OUTSTANDING SHARE
CAPITAL MUST REGISTER UNDER THEIR
BENEFICIAL OWNER DETAILS BEFORE THE
APPROPRIATE DEADLINE TO BE ABLE TO VOTE.
FAILURE TO COMPLY WITH THE DECLARATION
REQUIREMENTS AS STIPULATED IN SECTION 21 OF
THE SECURITIES TRADE ACT (WPHG) MAY PREVENT
THE SHAREHOLDER FROM VOTING AT THE GENERAL
MEETINGS. THEREFORE, YOUR CUSTODIAN MAY
REQUEST THAT WE REGISTER BENEFICIAL OWNER
DATA FOR ALL VOTED ACCOUNTS WITH THE
RESPECTIVE SUB CUSTODIAN. IF YOU REQUIRE
FURTHER INFORMATION WHETHER OR NOT SUCH BO
REGISTRATION WILL BE CONDUCTED FOR YOUR
CUSTODIANS ACCOUNTS, PLEASE CONTACT YOUR
CSR.
THE SUB CUSTODIANS HAVE ADVISED THAT VOTED Non-Voting
SHARES ARE NOT BLOCKED FOR TRADING PURPOSES
I.E. THEY ARE ONLY UNAVAILABLE FOR
SETTLEMENT. REGISTERED SHARES WILL BE
DEREGISTERED AT THE DEREGISTRATION DATE BY
THE SUB CUSTODIANS. IN ORDER TO
DELIVER/SETTLE A VOTED POSITION BEFORE THE
DEREGISTRATION DATE A VOTING INSTRUCTION
CANCELLATION AND DE-REGISTRATION REQUEST
NEEDS TO BE SENT TO YOUR CSR OR CUSTODIAN.
PLEASE CONTACT YOUR CSR FOR FURTHER
INFORMATION.
THE VOTE/REGISTRATION DEADLINE AS DISPLAYED Non-Voting
ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL
BE UPDATED AS SOON AS BROADRIDGE RECEIVES
CONFIRMATION FROM THE SUB CUSTODIANS
REGARDING THEIR INSTRUCTION DEADLINE. FOR
ANY QUERIES PLEASE CONTACT YOUR CLIENT
SERVICES REPRESENTATIVE.
ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WHPG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 15 Non-Voting
APR 2015. FURTHER INFORMATION ON COUNTER
PROPOSALS CAN BE FOUND DIRECTLY ON THE
ISSUER'S WEBSITE (PLEASE REFER TO THE
MATERIAL URL SECTION OF THE APPLICATION).
IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
NEED TO REQUEST A MEETING ATTEND AND VOTE
YOUR SHARES DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE
REFLECTED IN THE BALLOT ON PROXYEDGE.
1. RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL 2014
2. APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 0.78 PER SHARE
3. APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL 2014
4. APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL 2014
5. APPROVE REMUNERATION SYSTEM FOR MANAGEMENT Mgmt For For
BOARD MEMBERS
6. RATIFY KPMG AG AS AUDITORS FOR FISCAL 2015 Mgmt For For
7.1 APPROVE INCREASE IN SIZE OF SUPERVISORY Mgmt For For
BOARD TO 12 MEMBERS
7.2 ELECT GERHARD ZIELER TO THE SUPERVISORY Mgmt For For
BOARD
7.3 ELECT HENDRIK JELLEMA TO THE SUPERVISORY Mgmt For For
BOARD
7.4 ELECT DANIEL JUST TO THE SUPERVISORY BOARD Mgmt For For
7.5 RE-ELECT MANUELA BETTER TO THE SUPERVISORY Mgmt For For
BOARD
7.6 RE-ELECT BURKHARD ULRICH DRESCHER TO THE Mgmt For For
SUPERVISORY BOARD
7.7 RE-ELECT FLORIAN FUNCK TO THE SUPERVISORY Mgmt For For
BOARD
7.8 RE-ELECT CHRISTIAN ULBRICH TO THE Mgmt For For
SUPERVISORY BOARD
8.1 CHANGE COMPANY NAME TO VONOVIA SE Mgmt For For
8.2 AMEND CORPORATE PURPOSE Mgmt For For
8.3 AMEND ARTICLES RE: BUDGET PLAN Mgmt For For
8.4 AMEND ARTICLES RE: ANNUAL GENERAL MEETING Mgmt For For
9. APPROVE CREATION OF EUR 170.8 MILLION POOL Mgmt For For
OF CAPITAL WITH PARTIAL EXCLUSION OF
PREEMPTIVE RIGHTS
10. APPROVE ISSUANCE OF WARRANTS/BONDS WITH Mgmt For For
WARRANTS ATTACHED/CONVERTIBLE BONDS WITH
PARTIAL EXCLUSION OF PREEMPTIVE RIGHTS UP
TO AGGREGATE NOMINAL AMOUNT OF EUR 5.3
BILLION APPROVE CREATION OF EUR 177.1
MILLION POOL OF CAPITAL TO GUARANTEE
CONVERSION RIGHTS
--------------------------------------------------------------------------------------------------------------------------
DIALOG AXIATA PLC, COLOMBO Agenda Number: 706209409
--------------------------------------------------------------------------------------------------------------------------
Security: Y2064K107
Meeting Type: AGM
Meeting Date: 16-Jun-2015
Ticker:
ISIN: LK0348N00009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND ADOPT THE REPORT OF THE Mgmt For For
DIRECTORS AND THE STATEMENT OF ACCOUNTS FOR
THE FINANCIAL YEAR ENDED 31ST DECEMBER 2014
AND THE AUDITORS REPORT THEREON
2 TO DECLARE A FINAL DIVIDEND AS RECOMMENDED Mgmt For For
BY THE BOARD OF DIRECTORS
3 TO REELECT AS A DIRECTOR, MR. JAMES Mgmt For For
MACLAURIN, WHO RETIRES BY ROTATION PURSUANT
TO ARTICLE 102 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY
4 TO REELECT AS A DIRECTOR, MR. THANDALAM Mgmt For For
VEERAVALLI THIRUMALA CHARI WHO WAS
APPOINTED TO THE BOARD SINCE THE LAST
ANNUAL GENERAL MEETING PURSUANT TO ARTICLE
109 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
5 TO REELECT AS A DIRECTOR, MR. MOKSEVI Mgmt For For
PRELIS, WHO ATTAINED THE AGE OF 78 YEARS ON
02ND JULY 2014 AND RETIRES PURSUANT TO
SECTION 210 OF THE COMPANIES ACT NO. 07 OF
2007 AND TO RESOLVE THAT THE AGE LIMIT OF
70 YEARS REFERRED TO IN SECTION 210 OF THE
COMPANIES ACT NO. 07 OF 2007 SHALL NOT BE
APPLICABLE TO MR. MOKSEVI PRELIS
6 TO REELECT AS A DIRECTOR, MR. MOHAMED Mgmt For For
MUHSIN, WHO ATTAINED THE AGE OF 71 YEARS ON
16TH OCTOBER 2014 AND RETIRES PURSUANT TO
SECTION 210 OF THE COMPANIES ACT NO. 07 OF
2007 AND TO RESOLVE THAT THE AGE LIMIT OF
70 YEARS REFERRED TO IN SECTION 210 OF THE
COMPANIES ACT NO. 07 OF 2007 SHALL NOT BE
APPLICABLE TO MR. MOHAMED MUHSIN
7 TO REAPPOINT MESSRS. Mgmt For For
PRICEWATERHOUSECOOPERS, CHARTERED
ACCOUNTANTS, AS AUDITORS TO THE COMPANY AND
TO AUTHORISE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
8 TO AUTHORISE THE DIRECTORS TO DETERMINE AND Mgmt Against Against
MAKE DONATIONS
--------------------------------------------------------------------------------------------------------------------------
GENEL ENERGY PLC, ST HELIER Agenda Number: 705908272
--------------------------------------------------------------------------------------------------------------------------
Security: G3791G104
Meeting Type: AGM
Meeting Date: 21-Apr-2015
Ticker:
ISIN: JE00B55Q3P39
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE AUDITED ACCOUNTS OF THE Mgmt For For
COMPANY FOR THE YEAR ENDED 31ST DECEMBER
2014
2 TO APPROVE THE ANNUAL REPORT ON Mgmt For For
REMUNERATION FOR THE YEAR ENDED 31ST
DECEMBER 2014
3 TO RE-ELECT MR RODNEY CHASE AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
4 TO RE-ELECT DR TONY HAYWARD AS AN EXECUTIVE Mgmt For For
DIRECTOR
5 TO RE-ELECT SIR GRAHAM HEARNE AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
6 TO RE-ELECT MR JIM LENG AS A NON-EXECUTIVE Mgmt For For
DIRECTOR
7 TO RE-ELECT MR MEHMET OGUTCU AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
8 TO RE-ELECT MR GEORGE ROSE AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
9 TO RE-ELECT MR NATHANIEL ROTHSCHILD AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
10 TO RE-ELECT MR CHAKIB SBITI AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
11 TO RE-ELECT MRS GULSUN NAZLI KARAMEHMET Mgmt For For
WILLIAMS AS A NON-EXECUTIVE DIRECTOR
12 TO RE-ELECT MR MURAT YAZICI AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
13 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
THE COMPANY'S AUDITORS
14 TO AUTHORISE THE BOARD TO SET THE AUDITORS' Mgmt For For
FEES
15 TO GIVE THE COMPANY LIMITED AUTHORITY TO Mgmt For For
MAKE POLITICAL DONATIONS AND EXPENDITURE
16 INDEPENDENT SHAREHOLDERS RESOLUTION: TO Mgmt Against Against
APPROVE THE WAIVER GRANTED BY THE PANEL ON
TAKEOVERS AND MERGERS OF THE OBLIGATION
WHICH MAY OTHERWISE FALL ON ELYSION ENERGY
HOLDING B.V., FOCUS INVESTMENTS LIMITED OR
ANY PERSON ACTING IN CONCERT WITH THEM OR
CONNECTED TO THEM INDIVIDUALLY OR
COLLECTIVELY, TO MAKE A GENERAL OFFER
PURSUANT TO RULE 9 OF THE CITY CODE ON
TAKEOVERS AND MERGERS
17 TO AUTHORISE THE COMPANY TO PURCHASE ITS Mgmt For For
VOTING ORDINARY SHARES
18 TO PERMIT THE COMPANY TO HOLD GENERAL Mgmt For For
MEETINGS, OTHER THAN AN ANNUAL GENERAL
MEETING, ON NOT LESS THAN 14 CLEAR DAYS'
NOTICE
--------------------------------------------------------------------------------------------------------------------------
HATTON NATIONAL BANK PLC Agenda Number: 705870966
--------------------------------------------------------------------------------------------------------------------------
Security: Y31147104
Meeting Type: AGM
Meeting Date: 30-Mar-2015
Ticker:
ISIN: LK0078N00002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND CONSIDER THE ANNUAL REPORT Mgmt Abstain Against
OF THE BOARD OF DIRECTORS ALONG WITH THE
FINANCIAL STATEMENTS OF THE BANK FOR THE
YEAR ENDED 31ST DECEMBER 2014 AND THE
AUDITORS REPORT THEREON
2 TO DECLARE A FINAL DIVIDEND OF RS. 7.00 PER Mgmt For For
SHARE FOR THE YEAR 2014 TO THE SHAREHOLDERS
AS RECOMMENDED BY THE DIRECTORS AND
THEREAFTER TO CONSIDER AND IF THOUGHT FIT
TO PASS THE FOLLOWING RESOLUTION. ORDINARY
RESOLUTION. IT IS HEREBY RESOLVED THAT A
FINAL DIVIDEND OF RS. 7.00 PER SHARE ON
BOTH VOTING AND NON VOTING SHARES OF THE
BANK FOR THE FINANCIAL YEAR ENDED
31.12.2014 SHALL BE DECLARED
3 TO REELECT DR RANEE JAYAMAHA WHO RETIRES AT Mgmt For For
THE ANNUAL GENERAL MEETING AS A DIRECTOR OF
THE BANK IN TERMS OF ARTICLE 34 OF THE
ARTICLES OF ASSOCIATION OF THE BANK
4 TO REELECT MISS DSC JAYAWARDENA WHO RETIRES Mgmt For For
AT THE ANNUAL GENERAL MEETING AS A DIRECTOR
OF THE BANK IN TERMS OF ARTICLE 34 OF THE
ARTICLES OF ASSOCIATION OF THE BANK
5 TO REELECT MR R S CAPTAIN. WHO RETIRES AT Mgmt For For
THE ANNUAL GENERAL MEETING AS A DIRECTOR OF
THE BANK IN TERMS OF ARTICLE 34 OF THE
ARTICLES OF ASSOCIATION OF THE BANK
6 TO REELECT MR DA CABRAAL, AS A DIRECTOR OF Mgmt For For
THE BANK IN TERMS OF ARTICLE 36 OF THE
ARTICLES OF ASSOCIATION OF THE BANK
7 TO REAPPOINT MESSRS ERNST AND YOUNG Mgmt For For
CHARTERED ACCOUNTANTS AS THE BANKS AUDITORS
FOR THE ENSUING YEAR AND TO AUTHORISE THE
DIRECTORS TO FIX THEIR REMUNERATION
8 TO AUTHORISE THE DIRECTORS TO DETERMINE Mgmt Against Against
PAYMENTS FOR THE YEAR 2015 FOR CHARITABLE
AND OTHER PURPOSES
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705508262
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: OGM
Meeting Date: 23-Sep-2014
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 20 AUG 2014: IF YOU WISH YOU TO VOTE IN Non-Voting
THIS GENERAL ASSEMBLY, YOU MUST RETURN YOUR
INSTRUCTIONS BY THE INDICATED CUTOFF DATE;
ADDITIONALLY, IN ORDER TO PROCESS YOUR
VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT
THE COMPANY SPECIFIC POWER OF ATTORNEY MUST
BE SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE -2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
1 THE APPROVAL OF THE OGM AGENDA Mgmt For For
2 THE APPROVAL OF SOME AMENDMENTS OF THE Mgmt Against Against
INVESTMENT MANAGEMENT AGREEMENT SIGNED
BETWEEN FRANKLIN TEMPLETON INVESTMENT
MANAGEMENT LIMITED UNITED KINGDOM BUCHAREST
BRANCH AND FONDUL PROPRIETATEA SA ON 25
FEBRUARY 2010 AS IMPOSED BY FSA S DECISION
NO. 70/19 JUNE 2014, AS FOLLOWS. THE
APPROVAL OF THE AMENDMENT OF ARTICLE 9
PARAGRAPH (1) (AS IMPOSED BY FSA S DECISION
NO. 70/19 JUNE 2014), AS FOLLOWS THE FUND
MANAGER S REMUNERATION FOR ITS SERVICES
UNDER THIS MANAGEMENT AGREEMENT IS
ESTABLISHED ACCORDING TO THE REQUIREMENTS
IN THE REGULATION FOR ORGANIZING THE
INTERNATIONAL TENDER, THE TENDER BOOK AND
THE FINAL OFFER FORMULATED FOLLOWING THE
NEGOTIATIONS AND THE ANNEXES TO THIS
PRESENT CONTRACT, ENDORSED BY CNVM . THE
APPROVAL OF THE AMENDMENT OF ARTICLE 9.2
LETTER R) (AS IMPOSED BY FSA S DECISION NO.
70/19 JUNE 2014), AS FOLLOWS CONTD
CONT CONTD EXPENSES RELATED TO THE ADDITIONAL Non-Voting
VALUATION OF UNLISTED PORTFOLIO HOLDINGS BY
INDEPENDENT VALUATORS,.PERFORMED AT THE
SPECIFIC REQUEST OF THE SHAREHOLDERS, WITH
THE PRIOR APPROVAL OF THE BON, OTHER THAN
THE ONES FALLING UNDER THE OBLIGATION OF
THE FUND MANAGER AS PORTFOLIO MANAGER OF
THE UCITS IN ACCORDANCE WITH THE LEGAL
PROVISIONS . THE EMPOWERMENT OF THE SOLE
ADMINISTRATOR TO UPDATE THE INVESTMENT
MANAGEMENT AGREEMENT SIGNED ON 25 FEBRUARY
2010 IF THIS POINT IS TO BE VOTED IN FAVOUR
BY THE SHAREHOLDERS DURING THIS MEETING, AS
ADDENDUM NO. 4 OF THE INVESTMENT MANAGEMENT
AGREEMENT SIGNED ON 25 FEBRUARY2010, AND
THE EMPOWERMENT OF THE CHAIRMAN OF THE
BOARD OF NOMINEES TO SIGN THE ADDENDUM NO.
4
3 THE APPROVAL OF THE RENEWAL OF THE MANDATE Mgmt For For
OF FRANKLIN TEMPLETON INVESTMENT MANAGEMENT
LIMITED UNITED KINGDOM BUCHAREST BRANCH
WITH ITS HEADQUARTERS IN BUCHAREST, 78-80
BUZE TI ST., 7TH AND 8TH FLOORS, 1ST
DISTRICT, REGISTERED WITH THE TRADE
REGISTER UNDER NO. J40/8587/2009, WITH
FISCAL REGISTRATION CODE RO 25851096,
REGISTERED WITH THE PUBLIC REGISTER OF CNVM
UNDER NO. PJM05SSAM/400001 AS A BRANCH OF
AN INVESTMENT MANAGEMENT COMPANY FROM A
MEMBER STATE OF THE EUROPEAN UNION, AS SOLE
ADMINISTRATOR AND FUND MANAGER OF FONDUL
PROPRIETATEA SA FOR A DURATION OF 2 YEARS
STARTING WITH 30 SEPTEMBER 2014. THE LIST
CONTAINING DATA REGARDING FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH (INCLUDING
NAME, HEADQUARTERS, PROFESSIONAL
QUALIFICATION, THE EVIDENCE THAT IT IS
REGISTERED WITH THE TRADE CONTD
CONT CONTD REGISTER, THE EVIDENCE THAT IT IS Non-Voting
REGISTERED IN THE PUBLIC REGISTER OF THE
FSA) IS PUBLISHED ON THE INTERNET WEBPAGE
OF THE COMPANY AND IS AVAILABLE AT THE
REGISTERED OFFICE AND MAY BE CONSULTED AND
ADDED TO BY SHAREHOLDERS IN ACCORDANCE WITH
THE LAW
4 THE APPROVAL OF THE ADDENDUM NO. 1 TO THE Mgmt For For
INVESTMENT MANAGEMENT AGREEMENT NO. 45
SIGNED BETWEEN FRANKLIN TEMPLETON
INVESTMENT MANAGEMENT LIMITED UNITED
KINGDOM BUCHAREST BRANCH AND FONDUL
PROPRIETATEA SA ON 29 APRIL 2014
(INVESTMENT MANAGEMENT AGREEMENT),
REFLECTING THE CHANGES IMPOSED BY DECISION
NO. 111/4 AUGUST 2014 ISSUED BY FSA AND
ENCLOSED AS ANNEX NO. 1 TO THIS CONVENING
NOTICE. IF THE 5 SHAREHOLDERS VOTE IN
FAVOUR OF THIS POINT, THE CHAIRMAN OF THE
BOARD OF NOMINEES IS EMPOWERED TO SIGN THE
ADDENDUM NO. 1 TO THE INVESTMENT MANAGEMENT
AGREEMENT WITH THE SOLE ADMINISTRATOR ON
BEHALF OF FONDUL PROPRIETATEA SA
5 THE APPROVAL OF THE ADDENDUM NO. 2 TO THE Mgmt For For
INVESTMENT MANAGEMENT AGREEMENT,
SUBSTANTIALLY IN THE FORM MENTIONED IN THE
ANNEX NO. 2 OF THIS NOTICE AND THE
EMPOWERMENT OF THE CHAIRMAN OF THE BOARD OF
NOMINEES TO SIGN THE SAID ADDENDUM NO. 2
WITH THE SOLE ADMINISTRATOR ON BEHALF OF
FONDUL PROPRIETATEA SA. THE ADDENDUM NO. 2
SHALL BE EFFECTIVE FROM THE LATEST OF THE
FOLLOWING DATES (I) THE DATE OF THE
ENDORSEMENT BY THE FSA OF SUCH AND (II) 15
OCTOBER 2014. THE FUND MANAGER NOTES THAT
THESE AMENDMENTS WOULD REINSTATE THE SAME
TERMS AS WERE IN THE INVESTMENT MANAGEMENT
AGREEMENT APPROVED BY SHAREHOLDERS AND
SIGNED BY THE CHAIRMAN OF THE BOARD OF
NOMINEES AND THE FUND MANAGER ON 29 APRIL
2014, BUT NOT APPROVED BY THE FSA. THE ONE
EXCEPTION TO THIS PRINCIPLE IS THE ADDITION
OF A CLARIFICATION IN THE WORDING OF THE
ANNEX TO THE CONTD
CONT CONTD INVESTMENT MANAGEMENT AGREEMENT, Non-Voting
REGARDING THE DISTRIBUTION FEE, WHICH HAS
BEEN SPECIFIED IN ORDER TO REFLECT THE
ORIGINAL AGREEMENT THAT THESE FEES SHOULD
APPLY FROM 30 SEPTEMBER 2014 (EVEN IF THESE
AMENDMENTS ARE APPROVED BY FSA AND TAKE
EFFECT AT A LATER DATE)
6 THE APPROVAL OF THE EXECUTION OF THE Mgmt For For
ADDENDUM NO. 2 TO THE AUDIT CONTRACT
CONCLUDED BETWEEN FONDUL PROPRIETATEA SA
AND DELOITTE AUDIT S.R.L IN ACCORDANCE WITH
OGM RESOLUTION NO. 13/22 NOVEMBER 2013
7 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
OGM DECISIONS AND OF ALL LEGAL ACTS
(INCLUDING DECISIONS AND CONTRACTS)
CONCLUDED, ADOPTED OR ISSUED ON BEHALF OF
FONDUL PROPRIETATEA S.A. BY FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM, BUCHAREST BRANCH, AS WELL
AS OF ANY MANAGEMENT/ADMINISTRATION
MEASURES ADOPTED AND/OR IMPLEMENTED BY IT,
APPROVED OR CONCLUDED BETWEEN 6 SEPTEMBER
2010 AND 22 SEPTEMBER 2014. THE
RATIFICATION OF THE APPOINTMENT OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH AS SOLE
ADMINISTRATOR OF FONDUL PROPRIETATEA SA AND
AS FUND MANAGER PURSUANT TO LAW NO.
297/2004 AND ACCORDING TO THE INVESTMENT
MANAGEMENT AGREEMENT SIGNED ON 25 FEBRUARY
2010 AND THE INVESTMENT MANAGEMENT
AGREEMENT SIGNED ON 29 APRIL 2014 AND THE
RATIFICATION AND THE APPROVAL OF THE CONTD
CONT CONTD INVESTMENT MANAGEMENT AGREEMENT Non-Voting
SIGNED ON 25 FEBRUARY 2010 INCLUDING ALL
AMENDMENTS THERETO AND THE INVESTMENT
MANAGEMENT AGREEMENT SIGNED ON 29 APRIL
2014
8 THE APPROVAL OF 15 OCTOBER 2014 AS THE Mgmt For For
REGISTRATION DATE, IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 238 PARA. (1) OF LAW
NO. 297/2004
9 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, 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 REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
CMMT 20 AUG 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF COMPANY POA. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705514518
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: EGM
Meeting Date: 23-Sep-2014
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IF YOU WISH YOU TO VOTE IN THIS GENERAL Non-Voting
ASSEMBLY, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE; ADDITIONALLY,
IN ORDER TO PROCESS YOUR VOTING
INSTRUCTIONS, PLEASE ALSO NOTE THAT THE
COMPANY SPECIFIC POWER OF ATTORNEY MUST BE
SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE -2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
1 THE APPROVAL OF THE EGM AGENDA Mgmt For For
2.1 THE APPROVAL OF THE AMENDMENT OF ARTICLE 9 Mgmt For For
PARAGRAPH 2 OF THE CONSTITUTIVE ACT OF
FONDUL PROPRIETATEA S.A. AS IMPOSED BY THE
FINANCIAL SUPERVISION AUTHORITY ("FSA")
THROUGH DECISION NO. 75/25.06.2014, AS
FOLLOWS. "(2) THE NOMINAL VALUE OF ONE
SHARE SHALL BE OF RON 0.95"
2.2 THE APPROVAL OF THE AMENDMENT OF ARTICLE Mgmt Against Against
12, PARAGRAPH 2 LETTER D), AS IMPOSED BY
THE FSA THROUGH DECISION NO. 3/17.04.2014.
THE TEXT IMPOSED TO BE SUBMITTED FOR
APPROVAL BY FSA. "D) TO APPOINT THE FUND
MANAGER, ON THE BASIS OF THE OUTCOME OF THE
SELECTION MADE SUBSEQUENT TO A TENDER FOR
APPOINTING THE FUND MANAGER, AND TO CANCEL
ITS APPOINTMENT"
2.3 THE APPROVAL OF THE AMENDMENT OF ARTICLE Mgmt Against Against
12, PARAGRAPH 2) LETTER D), AS FOLLOWS: "D)
TO APPOINT THE FUND MANAGER IN ACCORDANCE
WITH THE LAW AND TO CANCEL ITS APPOINTMENT"
2.4 THE APPROVAL OF THE AMENDMENT OF ARTICLE Mgmt For For
12, PARAGRAPH 2 LETTER F) OF THE
CONSTITUTIVE ACT OF FONDUL PROPRIETATEA SA
AS FOLLOWS: "F) TO SET THE LEVEL OF THE
REMUNERATION OF THE MEMBERS OF THE BOARD OF
NOMINEES, THE FUND MANAGER AND OF THE
FINANCIAL AUDITOR FOR FINANCIAL AUDIT
SERVICES FOR THE ONGOING FISCAL YEAR"
2.5 THE APPROVAL OF THE AMENDMENT OF ARTICLE Mgmt Against Against
13, PARAGRAPH 9 OF THE CONSTITUTIVE ACT OF
FONDUL PROPRIETATEA SA AS FOLLOWS: "(9) THE
NOTICE FOR THE FIRST GENERAL MEETING OF THE
SHAREHOLDERS MAY PROVIDE ALSO THE DAY AND
HOUR OF THE SECOND MEETING, HAVING THE SAME
AGENDA AS THE FIRST, IN ORDER TO COVER THE
SITUATION IN WHICH THE FIRST MEETING CANNOT
TAKE PLACE IF THE QUORUM IS NOT BEING MET"
2.6 THE APPROVAL OF THE AMENDMENT OF ARTICLE 34 Mgmt Against Against
PARAGRAPH 5 OF THE CONSTITUTIVE ACT OF
FONDUL PROPRIETATEA S.A. AS IMPOSED BY THE
FSA THROUGH DECISION NO. 75/25.06.2014, AS
FOLLOWS. "(5) FONDUL PROPRIETATEA WILL NOT
ENGAGE IN ANY "RAISING OF CAPITAL"
ACTIVITIES, WITHIN THE SENSE OF ARTICLE 4
(1) (A) (I) OF EU DIRECTIVE 2011/61 AS
DETAILED BY EUROPEAN SECURITIES AND MARKETS
AUTHORITY'S RELATED GUIDELINES AND
INTERPRETATIONS, SAVE FOR THE SITUATION
PROVIDED BY ARTICLE 10 PARA. (2) OF LAW NO.
247/2005, WITH FURTHER AMENDMENTS AND
SUPPLEMENTS"
2.7 THE APPROVAL OF THE AMENDMENT OF ARTICLE 34 Mgmt For For
PARAGRAPH 5 OF THE CONSTITUTIVE ACT OF
FONDUL PROPRIETATEA S.A. AS FOLLOWS. "(5)
FONDUL PROPRIETATEA WILL NOT ENGAGE IN ANY
"RAISING OF CAPITAL" ACTIVITIES, WITHIN THE
SENSE OF ARTICLE 4 (1) (A) (I) OF EU
DIRECTIVE 2011/61 AS DETAILED BY EUROPEAN
SECURITIES AND MARKETS AUTHORITY'S RELATED
GUIDELINES AND INTERPRETATIONS, SAVE FOR
THE SITUATION WHERE SUCH WOULD BE IMPOSED
UNDER ARTICLE 10 PARA. (2) OF LAW NO.
247/2005, WITH FURTHER AMENDMENTS AND
SUPPLEMENTS"
3 APPROVAL OF THE DECREASE OF THE SUBSCRIBED Mgmt For For
SHARE CAPITAL OF FONDUL PROPRIETATEA SA AS
FOLLOWS. THE DECREASE OF THE SUBSCRIBED
REGISTERED SHARE CAPITAL OF FONDUL
PROPRIETATEA SA FROM RON 11,815,279,886.85
TO RON 11,575,064,733.65, PURSUANT TO THE
CANCELLATION OF 252,858,056 OWN SHARES
ACQUIRED BY THE COMPANY. AFTER THE SHARE
CAPITAL DECREASE THE SUBSCRIBED SHARE
CAPITAL OF THE COMPANY WILL BE RON
11,575,064,733.65 BEING DIVIDED INTO
12,184,278,667 SHARES, WITH A NOMINAL VALUE
OF RON 0.95 / SHARE. THE SUBSCRIBED SHARE
CAPITAL DECREASE WILL TAKE PLACE ON THE
BASIS OF ARTICLE 207 PARAGRAPH 1 LETTER C)
OF LAW NO. 31/1990. THE FIRST PARAGRAPH OF
THE ARTICLE 7 OF THE CONSTITUTIVE ACT AFTER
THE SHARE CAPITAL DECREASE WILL BE CHANGED
AS FOLLOWS. "(1) THE SUBSCRIBED SHARE
CAPITAL OF FONDUL PROPRIETATEA IS IN AMOUNT
OF CONTD
CONT CONTD RON 11,575,064,733.65, DIVIDED IN Non-Voting
12,184,278,667 ORDINARY, NOMINATIVE SHARES,
HAVING A NOMINAL VALUE OF RON 0.95 EACH.
THE CAPACITY AS SHAREHOLDER OF FONDUL
PROPRIETATEA IS ATTESTED BY A STATEMENT OF
ACCOUNT ISSUED BY DEPOZITARUL CENTRAL SA."
THE SUBSCRIBED SHARE CAPITAL DECREASE WILL
BE EFFECTIVE AFTER THE FOLLOWING THREE
CONDITIONS ARE MET: (I) THE SHARE CAPITAL
DECREASE APPROVED BY SHAREHOLDERS ON 28
APRIL 2014 IS EFFECTIVE, (II) THIS
RESOLUTION IS PUBLISHED IN THE OFFICIAL
GAZETTE, PART IV FOR AT LEAST TWO MONTHS,
AND (III) FSA ENDORSES THE CHANGING OF
FIRST PARAGRAPH OF ARTICLE 7 OF THE
CONSTITUTIVE ACT, AS MODIFIED BASED ON THIS
DECISION, WHERE REQUIRED BY APPLICABLE LAW
OR REGULATION
4 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
RESOLUTIONS TAKEN BY THE EGM AND OF ALL
LEGAL ACTS (INCLUDING DECISIONS AND
CONTRACTS) CONCLUDED, ADOPTED AND ISSUED IN
THE NAME OF FONDUL PROPRIETATEA SA THROUGH
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT
LIMITED UNITED KINGDOM, BUCHAREST BRANCH,
BETWEEN 6 SEPTEMBER 2010 AND 22 SEPTEMBER
2014 AND THE APPROVAL AND RATIFICATION OF
ANY IMPLEMENTATION ACTS, FACTS AND
OPERATIONS BASED ON SUCH, INCLUDING THE
MANAGEMENT OF THE COMPANY UNDER AN UNITARY
SYSTEM
5 APPROVAL OF 15 OCTOBER 2014 AS THE Mgmt For For
REGISTRATION DATE, IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 238 PARA. (1) OF LAW
NO. 297/2004
6 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, TO SIGN
THE SHAREHOLDERS' RESOLUTIONS AND THE
AMENDED AND RESTATED FORM OF THE
CONSTITUTIVE ACT, 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' RESOLUTIONS,
INCLUDING FORMALITIES FOR PUBLICATION AND
REGISTRATION THEREOF WITH THE TRADE
REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
CMMT 25 AUG 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT IN
RESOLUTION 2.1. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705638445
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: OGM
Meeting Date: 19-Nov-2014
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 23 OCT 2014: IF YOU WISH YOU TO VOTE IN Non-Voting
THIS GENERAL ASSEMBLY, YOU MUST RETURN YOUR
INSTRUCTIONS BY THE INDICATED CUTOFF DATE;
ADDITIONALLY, IN ORDER TO PROCESS YOUR
VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT
THE COMPANY SPECIFIC POWER OF ATTORNEY MUST
BE SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE -2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 20 NOV 2014. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 THE APPROVAL OF THE OGM AGENDA Mgmt For For
2 THE APPROVAL OF THE 2015 BUDGET OF FONDUL Mgmt For For
PROPRIETATEA SA
3 THE APPOINTMENT OF DELOITTE AUDIT S.R.L. Mgmt For For
WITH HEADQUARTERS IN BUCHAREST, 4-8 NICOLAE
TITULESCU STREET, 3RD FLOOR, 1ST DISTRICT,
REGISTERED WITH THE TRADE REGISTER UNDER
NO. J40/6775/1995, SOLE REGISTRATION NUMBER
RO7756924 AS THE FINANCIAL AUDITOR OF
FONDUL PROPRIETATEA SA, SETTING THE
DURATION OF THE FINANCIAL AUDIT AGREEMENT
FOR THE PERIOD STARTING WITH THE DATE OF
APPROVAL OF THE DECISION AND 31 AUGUST
2015; SETTING THE SCOPE OF WORK OF THE
FINANCIAL AUDIT AGREEMENT: AUDIT OF THE
FINANCIAL STATEMENTS OF FONDUL PROPRIETATEA
SA FOR THE YEAR ENDED 31 DECEMBER 2014,
(THE FINANCIAL STATEMENTS PREPARED IN
ACCORDANCE WITH ROMANIAN ACCOUNTING
STANDARDS AND THE FINANCIAL STATEMENTS
PREPARED IN ACCORDANCE WITH IFRS) AND
SETTING THE LEVEL OF REMUNERATION FOR THE
FINANCIAL AUDITOR FOR THE CURRENT FINANCIAL
YEAR (THE CONTD
CONT CONTD REMUNERATION IS INCLUDED IN THE Non-Voting
FINANCIAL AUDIT SERVICE AGREEMENT MADE
AVAILABLE TO THE SHAREHOLDERS, AT THE
HEADQUARTERS OF FONDUL PROPRIETATEA SA AND
ON ITS INTERNET WEBPAGE, TOGETHER WITH THE
REST OF THE DOCUMENTATION). (SECRET VOTE)
4.1 THE APPOINTMENT OF A MEMBER OF THE BOARD OF Mgmt For For
NOMINEES FOLLOWING THE EXPIRATION OF THE
MANDATE OF JULIAN RUPERT FRANCIS HEALY ON 4
APRIL 2015. THE MANDATE OF THE NEW MEMBER
IS VALID FOR A PERIOD OF THREE (3) YEARS
AND SHALL PRODUCE ITS EFFECTS STARTING WITH
5 APRIL 2015, SUBJECT TO THE ACCEPTANCE OF
THE MANDATE BY THE NEWLY APPOINTED MEMBER.
(SECRET VOTE)
4.2 THE APPOINTMENT OF A MEMBER OF THE BOARD OF Mgmt For For
NOMINEES FOLLOWING THE EXPIRATION OF THE
MANDATE OF PIOTR RYMASZEWSKI ON 4 APRIL
2015. THE MANDATE OF THE NEW MEMBER IS
VALID FOR A PERIOD OF THREE (3) YEARS AND
SHALL PRODUCE ITS EFFECTS STARTING WITH 5
APRIL 2015, SUBJECT TO THE ACCEPTANCE OF
THE MANDATE BY THE NEWLY APPOINTED MEMBER.
(SECRET VOTE)
4.3 THE APPOINTMENT OF A MEMBER OF THE BOARD OF Mgmt For For
NOMINEES FOLLOWING THE EXPIRATION OF THE
MANDATE OF STEVEN CORNELIS VAN GRONINGEN ON
13 APRIL 2015. THE MANDATE OF THE NEW
MEMBER IS VALID FOR A PERIOD OF THREE (3)
YEARS AND SHALL PRODUCE ITS EFFECTS
STARTING WITH 14 APRIL 2015, SUBJECT TO THE
ACCEPTANCE OF THE MANDATE BY THE NEWLY
APPOINTED MEMBER. (SECRET VOTE)
5 THE APPROVAL OF ENGAGING, ON BEHALF OF Mgmt For For
FONDUL PROPRIETATEA SA, OF INDEPENDENT
VALUATORS WITH THE AIM OF PERFORMING
VALUATION OF CERTAIN HOLDINGS OF FONDUL
PROPRIETATEA SA IN LISTED AND UNLISTED
PORTFOLIO COMPANIES, IN ORDER TO USE THE
VALUATION REPORTS FOR NAV REPORTING AND FOR
THE PREPARATION OF IFRS FINANCIAL
STATEMENTS (AND SO OTHER SIMILAR PURPOSES
THERE MIGHT BE NECESSARY), THE COST OF SUCH
VALUATION REPORTS BEING BORNE BY FONDUL
PROPRIETATEA SA. THE SOLE ADMINISTRATOR IS
EMPOWERED TO TAKE ALL MEASURES NECESSARY TO
COMPLY WITH THIS APPROVAL, AS IT DEEMS
APPROPRIATE FOR THE BENEFIT OF THE COMPANY,
WITH THE BOARD OF NOMINEES PRIOR APPROVAL
6 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
OGM RESOLUTIONS AND OF ALL LEGAL ACTS
(INCLUDING DECISIONS, NOTICES FOR CONVENING
ALL OGM AND CONTRACTS) CONCLUDED, ADOPTED
OR ISSUED ON BEHALF OF FONDUL PROPRIETATEA
S.A. BY FRANKLIN TEMPLETON INVESTMENT
MANAGEMENT LIMITED UNITED KINGDOM BUCHAREST
BRANCH, AS WELL AS OF ANY
MANAGEMENT/ADMINISTRATION MEASURES ADOPTED
AND/OR IMPLEMENTED BY IT, APPROVED OR
CONCLUDED BETWEEN 6 SEPTEMBER 2010 AND 18
NOVEMBER 2014. THE APPROVAL OF THE
APPOINTMENT OF FRANKLIN TEMPLETON
INVESTMENT MANAGEMENT LIMITED UNITED
KINGDOM BUCHAREST BRANCH AS SOLE
ADMINISTRATOR OF FONDUL PROPRIETATEA SA AND
AS FUND MANAGER PURSUANT TO LAW NO.
297/2004 AND ACCORDING TO THE INVESTMENT
MANAGEMENT AGREEMENT SIGNED ON 25 FEBRUARY
2010 AND THE INVESTMENT MANAGEMENT
AGREEMENT SIGNED ON 29 APRIL 2014 AND THE
CONTD
CONT CONTD RATIFICATION OF THE INVESTMENT Non-Voting
MANAGEMENT AGREEMENT SIGNED ON 25 FEBRUARY
2010 INCLUDING ALL AMENDMENTS THERETO AND
THE INVESTMENT MANAGEMENT AGREEMENT SIGNED
ON 29 APRIL 2014 INCLUDING ALL AMENDMENTS
THERETO
7 THE APPROVAL OF 11 DECEMBER 2014 AS THE Mgmt For For
REGISTRATION DATE, IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 238 PARA. (1) OF
CAPITAL MARKET LAW NO. 297/2004
8 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, 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 REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
CMMT 23 OCT 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF COMPANY POA. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705585074
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: EGM
Meeting Date: 19-Nov-2014
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 30 SEP 2014: IF YOU WISH YOU TO VOTE IN Non-Voting
THIS GENERAL ASSEMBLY, YOU MUST RETURN YOUR
INSTRUCTIONS BY THE INDICATED CUTOFF DATE;
ADDITIONALLY, IN ORDER TO PROCESS YOUR
VOTING INSTRUCTIONS, PLEASE ALSO NOTE THAT
THE COMPANY SPECIFIC POWER OF ATTORNEY MUST
BE SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE -2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES Non-Voting
NOT REACH QUORUM, THERE WILL BE A SECOND
CALL ON 20 NOV 2014 CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR
ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
1 THE APPROVAL OF THE EGM AGENDA Mgmt For For
2 THE APPROVAL OF THE AMENDMENT OF THE Mgmt For For
CONSTITUTIVE ACT AS SPECIFIED: ARTICLE 12
PARAGRAPH (3) LETTER H) IS MODIFIED AS
SPECIFIED, ARTICLE 17 PARAGRAPH (16) IS
MODIFIED AS SPECIFIED, ARTICLE 21 PARAGRAPH
(3) LETTERS (X) AND (XI) ARE MODIFIED AS
SPECIFIED
3 THE APPROVAL OF THE AUTHORIZATION OF THE Mgmt For For
SOLE ADMINISTRATOR TO BUY-BACK SHARES OF
FONDUL PROPRIETATEA S.A., FOR A MAXIMUM
NUMBER OF (I) 227,572,250 SHARES OR (II)
10% OF THE SUBSCRIBED SHARE CAPITAL AT THE
RELEVANT TIME, WHICHEVER IS THE LESSER,
STARTING WITH THE DATE WHEN THE SHARE
CAPITAL DECREASE APPROVED THROUGH EGM
RESOLUTION ON 23 SEPTEMBER 2014 IS
EFFECTIVE, FOR A MAXIMUM PERIOD OF 18
MONTHS AS OF THE DATE WHEN THE SHAREHOLDERS
RESOLUTION IS PUBLISHED IN THE OFFICIAL
GAZETTE OF ROMANIA, PART IV. THE BUY-BACK
SHALL BE PERFORMED AT A PRICE THAT CANNOT
BE LOWER THAN RON 0.2 / SHARE OR HIGHER
THAN RON 2 / SHARE. THE TRANSACTION CAN
ONLY HAVE AS OBJECT FULLY PAID SHARES. THE
BUY-BACK PROGRAMME IS AIMED AT THE SHARE
CAPITAL DECREASE. THE SHAREHOLDERS DECISION
REGARDING THE SHARE CAPITAL DECREASE AND
THE CHANGE OF THE CONTD
CONT CONTD CONSTITUTIVE ACT WILL BE APPROVED BY Non-Voting
THE SHAREHOLDERS, WITH THE OBSERVANCE OF
THE PROVISIONS OF THE CONSTITUTIVE ACT,
BEING AGREED THAT THE SHAREHOLDERS MAY
APPROVE ONE OR MORE SHARE CAPITAL DECREASES
AS THE SHARES ARE BEING BOUGHT BACK AND THE
SHAREHOLDERS ARE CONVENED BY THE SOLE
ADMINISTRATOR. THIS BUY-BACK PROGRAMME
IMPLEMENTATION WILL BE SUBJECT TO THE
AVAILABILITY OF THE NECESSARY CASH
4 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
EGM RESOLUTIONS AND OF ALL LEGAL ACTS
(INCLUDING DECISIONS, NOTICES FOR CONVENING
ALL EGM AND CONTRACTS) CONCLUDED, ADOPTED
AND ISSUED IN THE NAME OF FONDUL
PROPRIETATEA SA THROUGH FRANKLIN TEMPLETON
INVESTMENT MANAGEMENT LIMITED UNITED
KINGDOM BUCHAREST BRANCH, BETWEEN 6
SEPTEMBER 2010 AND 18 NOVEMBER 2014 AND THE
APPROVAL AND RATIFICATION OF ANY
IMPLEMENTATION ACTS, FACTS AND OPERATIONS
BASED ON SUCH, INCLUDING THE MANAGEMENT OF
THE COMPANY UNDER AN UNITARY SYSTEM, AS
WELL AS THE APPROVAL OF ALL THE CHANGES TO
THE CONSTITUTIVE ACT APPROVED BY ALL THE
EXTRAORDINARY GENERAL MEETINGS OF
SHAREHOLDERS BETWEEN 6 SEPTEMBER 2010 AND
18 NOVEMBER 2014, AS ENDORSED BY FSA AND
REFLECTED IN THE IN FORCE CONSTITUTIVE ACT
ATTACHED AS AN ANNEX HEREIN
5 THE APPROVAL OF 11 DECEMBER 2014 AS THE Mgmt For For
REGISTRATION DATE, IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 238 PARAGRAPH (1) OF
CAPITAL MARKET LAW NO. 297/2004
6 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, TO SIGN
THE SHAREHOLDERS RESOLUTIONS AND THE
AMENDED AND RESTATED FORM OF THE
CONSTITUTIVE ACT, 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 RESOLUTIONS,
INCLUDING FORMALITIES FOR PUBLICATION AND
REGISTRATION THEREOF WITH THE TRADE
REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
CMMT 30 SEP 2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO RECEIPT OF POA. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705752106
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: EGM
Meeting Date: 21-Jan-2015
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 404762 DUE TO ADDITION OF
RESOLUTION. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
CMMT IF YOU WISH YOU TO VOTE IN THIS GENERAL Non-Voting
ASSEMBLY, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE; ADDITIONALLY,
IN ORDER TO PROCESS YOUR VOTING
INSTRUCTIONS, PLEASE ALSO NOTE THAT THE
COMPANY SPECIFIC POWER OF ATTORNEY MUST BE
SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE -2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
CMMT PLEASE NOTE THAT THE MANAGEMENT MAKES NO Non-Voting
VOTE RECOMMENDATION ON RESOLUTION 6.THANK
YOU
1 THE APPROVAL OF THE EGM AGENDA Mgmt For For
2 THE APPROVAL OF THE DECREASE OF THE Mgmt For For
SUBSCRIBED SHARE CAPITAL OF FONDUL
PROPRIETATEA SA FROM RON 11,575,064,733.65
TO RON 10,965,850,800.30 THROUGH THE
REDUCTION OF THE PAR VALUE OF THE SHARES OF
FONDUL PROPRIETATEA SA FROM RON 0.95 TO RON
0.90. THE DECREASE IS MOTIVATED BY THE
OPTIMIZATION OF THE SHARE CAPITAL OF FONDUL
PROPRIETATEA SA, INVOLVING THE RETURN TO
THE SHAREHOLDERS OF A PART OF THEIR
CONTRIBUTIONS, PROPORTIONALLY WITH THEIR
PARTICIPATION TO THE PAID-UP SHARE CAPITAL
OF FONDUL PROPRIETATEA SA. AFTER THE
DECREASE, THE SUBSCRIBED SHARE CAPITAL OF
FONDUL PROPRIETATEA SA SHALL HAVE A VALUE
OF RON 10,965,850,800.30 BEING DIVIDED IN
12,184,278,667 SHARES, EACH HAVING A PAR
VALUE OF RON 0.90. THE DECREASE OF THE
SHARE CAPITAL IS PERFORMED BASED ON ARTICLE
207 PARA. (2) LETTER (B) OF LAW NO. 31/1990
AND SHALL BE EFFECTIVE, IN ACCORDANCE WITH
ARTICLE 208 PARA. (1) OF LAW NO. 31/1990,
AFTER THE EXPIRY OF A TWO MONTHS TERM
STARTING WITH THE PUBLICATION OF THE
GENERAL MEETING OF SHAREHOLDERS RESOLUTION
IN THE OFFICIAL GAZETTE OF ROMANIA, PART
IV, PROVIDED THAT FINANCIAL SECURITY
AUTHORITY (FSA) SHALL HAVE ENDORSED THE
AMENDMENT OF ARTICLE 7 PARAGRAPH 1 AND
ARTICLE 9 PARA. (2) OF THE CONSTITUTIVE ACT
OF FONDUL PROPRIETATEA SA AS APPROVED BY
SHAREHOLDERS DURING THIS MEETING. THE
APPROVAL OF THE AMENDMENT OF THE ARTICLE 7
PARAGRAPH (1) OF THE CONSTITUTIVE ACT OF
FONDUL PROPRIETATEA SA AS FOLLOWS. "(1) THE
SUBSCRIBED SHARE CAPITAL OF FONDUL
PROPRIETATEA IS IN AMOUNT OF RON
10,965,850,800.30, DIVIDED IN
12,184,278,667 ORDINARY, NOMINATIVE SHARES,
HAVING A FACE VALUE OF RON 0.90/EACH. THE
CAPACITY AS SHAREHOLDER OF FONDUL
PROPRIETATEA IS ATTESTED BY A STATEMENT OF
ACCOUNT ISSUED BY THE CENTRAL DEPOSITORY."
THE APPROVAL OF THE AMENDMENT OF THE
ARTICLE 9 PARAGRAPH (2) OF THE CONSTITUTIVE
ACT OF FONDUL PROPRIETATEA SA AS
FOLLOWS."(2) THE NOMINAL VALUE OF A SHARE
IS RON 0.90". THE APPROVAL OF THE PAYMENT
TO THE SHAREHOLDERS REGISTERED AS SUCH AT
THE REGISTRATION DATE OF RON 0.05/SHARE,
PROPORTIONALLY WITH THEIR PARTICIPATION TO
THE PAID-UP SHARE CAPITAL OF FONDUL
PROPRIETATEA SA. THE PAYMENT SHALL START ON
THE PAYMENT DATE OF THIS EGM, PROVIDED THAT
THE DECREASE OF THE SHARE CAPITAL MENTIONED
ABOVE IS EFFECTIVE BY THAT TIME
3 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
EGM RESOLUTIONS AND OF ALL LEGAL ACTS
(INCLUDING RESOLUTIONS, DECISIONS, NOTICES
FOR CONVENING ALL EGM AND CONTRACTS)
CONCLUDED, ADOPTED AND ISSUED IN THE NAME
OF FONDUL PROPRIETATEA SA THROUGH FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, BETWEEN 6
SEPTEMBER 2010 AND 20 JANUARY 2015 AND THE
APPROVAL AND RATIFICATION OF ANY
IMPLEMENTATION ACTS, FACTS AND OPERATIONS
BASED ON SUCH, INCLUDING THE MANAGEMENT OF
THE COMPANY UNDER AN UNITARY SYSTEM, AS
WELL AS THE APPROVAL OF ALL THE CHANGES TO
THE CONSTITUTIVE ACT APPROVED BY ALL THE
EXTRAORDINARY GENERAL MEETINGS OF
SHAREHOLDERS BETWEEN 6 SEPTEMBER 2010 AND
20 JANUARY 2015, AS ENDORSED BY FSA AND
REFLECTED IN THE IN FORCE CONSTITUTIVE ACT
ATTACHED
4 IN ACCORDANCE WITH ARTICLE 1292 OF Mgmt For For
REGULATION NO. 1/2006, THE APPROVAL OF: A)
24 JUNE 2015 AS THE REGISTRATION DATE, IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE
238 PARAGRAPH (1) OF CAPITAL MARKET LAW NO.
297/2004. B) 23 JUNE 2015 AS THE EX - DATE,
COMPUTED ACCORDING TO THE DEFINITION SET BY
ARTICLE 2 LETTER F) OF REGULATION NO.
6/2009; C) 29 JUNE 2015 AS THE PAYMENT
DATE, AS IT IS DEFINED BY ARTICLE 2 LETTER
G) OF REGULATION NO. 6/2009
5 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, TO SIGN
THE SHAREHOLDERS' RESOLUTIONS AND THE
AMENDED AND RESTATED FORM OF THE
CONSTITUTIVE ACT, 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' RESOLUTIONS,
INCLUDING FORMALITIES FOR PUBLICATION AND
REGISTRATION THEREOF WITH THE TRADE
REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
6 THE APPROVAL OF THE SECONDARY LISTING OF Mgmt For For
FONDUL PROPRIETATEA S.A. ON THE LONDON
STOCK EXCHANGE, AS FOLLOWS: 6.1 THE
APPROVAL OF ALL ARRANGEMENTS TO ALLOW THE
ADMISSION TO TRADING OF FONDUL PROPRIETATEA
S.A.'S SHARES VIA DIRECT OR INDIRECT
OWNERSHIP (SUCH AS THROUGH DEPOSITARY
RECEIPTS, DEPOSITARY INTERESTS OR OTHER
INDIRECT OWNERSHIP FORM) (THE "SECURITIES")
ON THE LONDON STOCK EXCHANGE; 6.2 THE
APPROVAL OF THE EMPOWERMENT OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM, BUCHAREST BRANCH, IN ITS
CAPACITY AS SOLE DIRECTOR OF FONDUL
PROPRIETATEA S.A. (I) TO TAKE ALL NECESSARY
ACTIONS IN ORDER TO COMPLETE SUCH LISTING,
INCLUDING TO CHOOSE THE TYPE OF LISTING,
THE SECTION OF THE LONDON STOCK EXCHANGE
WHERE THE SECURITIES WILL BE LISTED, THE
EXECUTION OF THE INTERMEDIATION AND ANY
OTHER AGREEMENTS, APPOINTING A DEPOSITARY
BANK AND THE EXECUTION OF A DEPOSITARY
AGREEMENT, IF THE CASE, APPOINTING ANY
ADVISERS AND SUBCONTRACTORS IF NECESSARY
AND DRAFTING AND EXECUTING ALL
DOCUMENTATION IN CONNECTION WITH THE
SECONDARY LISTING; (II) TO REPRESENT FONDUL
PROPRIETATEA S.A. WITH FULL POWER AND
AUTHORITY IN FRONT OF ANY THIRD PARTY AND
AUTHORITIES IN CONNECTION WITH SECONDARY
LISTING ACTIVITIES; (III) TO SEEK ALL
NECESSARY REGULATORY APPROVALS; (IV) TO
CARRY OUT ANY PROMOTIONAL CAMPAIGNS; AND
(V) TO PERFORM ANY OTHER ACTION OR
FORMALITY WHICH MAY BE NECESSARY OR
DESIRABLE TO ENSURE THE FULL EFFECTIVENESS
OF THE MATTERS SET OUT AT THIS POINT; SUCH
AUTHORISATION OF FRANKLIN TEMPLETON
INVESTMENT MANAGEMENT LIMITED UNITED
KINGDOM, BUCHAREST BRANCH IS VALID UNTIL 10
JULY 2015
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705875310
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: EGM
Meeting Date: 27-Apr-2015
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
CMMT IF YOU WISH YOU TO VOTE IN THIS GENERAL Non-Voting
ASSEMBLY, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE; ADDITIONALLY,
IN ORDER TO PROCESS YOUR VOTING
INSTRUCTIONS, PLEASE ALSO NOTE THAT THE
COMPANY SPECIFIC POWER OF ATTORNEY MUST BE
SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE -2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
1 THE APPROVAL OF THE EGM AGENDA Mgmt For For
2 THE APPROVAL OF THE DECREASE OF THE Mgmt For For
SUBSCRIBED SHARE CAPITAL OF FONDUL
PROPRIETATEA S.A. AS FOLLOWS. THE DECREASE
OF THE SUBSCRIBED REGISTERED SHARE CAPITAL
OF FONDUL PROPRIETATEA S.A. FROM RON
10,965,850,800.30 TO RON 10,074,080,745.90,
PURSUANT TO THE CANCELLATION OF 990,855,616
OWN SHARES ACQUIRED BY THE COMPANY. AFTER
THE SHARE CAPITAL DECREASE THE SUBSCRIBED
SHARE CAPITAL OF THE COMPANY WILL BE RON
10,074,080,745.90 BEING DIVIDED INTO
11,193,423,051 SHARES, WITH A NOMINAL VALUE
OF RON 0.90 / SHARE. THE SUBSCRIBED SHARE
CAPITAL DECREASE WILL TAKE PLACE ON THE
BASIS OF ARTICLE 207 PARAGRAPH 1 LETTER C)
OF LAW 31/1990. THE FIRST PARAGRAPH OF
ARTICLE 7 OF THE CONSTITUTIVE ACT AFTER THE
SHARE CAPITAL DECREASE WILL BE CHANGED AS
FOLLOWS. "(1) THE SUBSCRIBED SHARE CAPITAL
OF FONDUL PROPRIETATEA IS IN AMOUNT OF
CONTD
CONT CONTD RON 10,074,080,745.90, DIVIDED IN Non-Voting
11,193,423,051 ORDINARY, NOMINATIVE SHARES,
HAVING A NOMINAL VALUE OF RON 0.90 EACH.
THE CAPACITY AS SHAREHOLDER OF FONDUL
PROPRIETATEA IS ATTESTED BY A STATEMENT OF
ACCOUNT ISSUED BY DEPOZITARUL CENTRAL SA".
THE SUBSCRIBED SHARE CAPITAL DECREASE WILL
BE EFFECTIVE AFTER THE FOLLOWING THREE
CONDITIONS ARE MET: (I) THE SHARE CAPITAL
DECREASE FOR THE RETURN OF CAPITAL AS
APPROVED BY SHAREHOLDERS ON 21 JANUARY 2015
IS EFFECTIVE; (II) THIS RESOLUTION IS
PUBLISHED IN THE OFFICIAL GAZETTE, PART IV
FOR AT LEAST TWO MONTHS; AND (III)
FINANCIAL SUPERVISORY AUTHORITY (FSA)
ENDORSES THE CHANGING OF FIRST PARAGRAPH OF
ARTICLE 7 OF THE CONSTITUTIVE ACT, AS
MODIFIED BASED ON THIS RESOLUTION, WHERE
REQUIRED BY APPLICABLE LAW OR REGULATION
3 THE APPROVAL OF THE AUTHORIZATION OF THE Mgmt For For
SOLE ADMINISTRATOR TO BUY-BACK SHARES OF
FONDUL PROPRIETATEA S.A., GLOBAL DEPOSITARY
RECEIPTS OR DEPOSITARY INTERESTS
CORRESPONDING TO SHARES OF FONDUL
PROPRIETATEA S.A., VIA TRADING ON THE
REGULAR MARKET ON WHICH THE SHARES, THE
GLOBAL DEPOSITARY RECEIPTS OR THE
DEPOSITARY INTERESTS CORRESPONDING TO THE
SHARES OF FONDUL PROPRIETATEA S.A. ARE
LISTED OR PUBLIC TENDER OFFERS, IN
COMPLIANCE WITH THE APPLICABLE LAW, FOR A
MAXIMUM NUMBER OF (I) 891,770,055 SHARES OR
EQUIVALENT OF FOR GLOBAL DEPOSITARY
RECEIPTS OR DEPOSITARY INTERESTS
CORRESPONDING TO SHARES OF FONDUL
PROPRIETATEA S.A. OR (II) 10% OF THE ISSUED
SHARE CAPITAL AT THE RELEVANT TIME,
WHICHEVER IS THE LESSER, STARTING WITH THE
DATE WHEN THE SHARE CAPITAL DECREASE
APPROVED THROUGH THE EXTRAORDINARY GENERAL
MEETING OF CONTD
CONT CONTD SHAREHOLDERS' RESOLUTION NO. 1/21 Non-Voting
JANUARY 2015 IS EFFECTIVE, FOR A MAXIMUM
PERIOD OF 18 MONTHS AS OF THE DATE WHEN
THIS SHAREHOLDERS' RESOLUTION IS PUBLISHED
IN THE OFFICIAL GAZETTE OF ROMANIA, PART
IV. THE BUY-BACK SHALL BE PERFORMED AT A
PRICE THAT CANNOT BE LOWER THAN RON 0.2 /
SHARE OR HIGHER THAN RON 2 / SHARE. IN CASE
OF ACQUISITIONS OF GLOBAL DEPOSITARY
RECEIPTS OR DEPOSITARY INTERESTS
CORRESPONDING TO SHARES OF FONDUL
PROPRIETATEA S.A., THE CALCULATION OF
SHARES IN RELATION TO THE AFOREMENTIONED
THRESHOLDS SHALL BE BASED ON THE NUMBER OF
FONDUL PROPRIETATEA SA SHARES UNDERLYING
SUCH INSTRUMENTS AND THEIR MINIMUM AND
MAXIMUM ACQUISITION PRICE IN THE CURRENCY
EQUIVALENT SHALL BE WITHIN THE PRICE LIMITS
APPLICABLE TO THE SHARE BUY-BACKS
ABOVE-MENTIONED, AND SHALL BE CALCULATED
BASED ON THE NUMBER OF SHARES CONTD
CONT CONTD REPRESENTED BY EACH GLOBAL DEPOSITARY Non-Voting
RECEIPTS OR DEPOSITARY INTERESTS. THE
TRANSACTION CAN ONLY HAVE AS OBJECT FULLY
PAID SHARES, GLOBAL DEPOSITARY RECEIPTS OR
DEPOSITARY INTERESTS CORRESPONDING TO THE
SHARES. THE BUY-BACK PROGRAMME IS AIMED AT
THE SHARE CAPITAL DECREASE. THE
SHAREHOLDERS' RESOLUTION REGARDING THE
SHARE CAPITAL DECREASE AND THE CHANGE OF
THE CONSTITUTIVE ACT WILL BE APPROVED BY
THE SHAREHOLDERS, WITH THE OBSERVANCE OF
THE PROVISIONS OF THE CONSTITUTIVE ACT,
BEING AGREED THAT THE SHAREHOLDERS MAY
APPROVE ONE OR MORE SHARE CAPITAL DECREASES
AS THE SHARES ARE BEING BOUGHT BACK AND THE
SHAREHOLDERS ARE CONVENED BY THE SOLE
ADMINISTRATOR. THIS BUY-BACK PROGRAMME
IMPLEMENTATION WILL BE SUBJECT TO THE
AVAILABILITY OF THE NECESSARY CASH
4 THE APPROVAL OF THE AMENDED INVESTMENT Mgmt For For
POLICY STATEMENT
5 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
EGM RESOLUTIONS AND OF ALL LEGAL ACTS
(INCLUDING RESOLUTIONS, DECISIONS, NOTICES
FOR CONVENING ALL EGM AND CONTRACTS)
CONCLUDED, ADOPTED AND ISSUED IN THE NAME
OF FONDUL PROPRIETATEA S.A. THROUGH
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT
LIMITED UNITED KINGDOM BUCHAREST BRANCH,
BETWEEN 6 SEPTEMBER 2010 AND 26 APRIL 2015
AND THE APPROVAL AND RATIFICATION OF ANY
IMPLEMENTATION ACTS, FACTS AND OPERATIONS
BASED ON SUCH, INCLUDING THE MANAGEMENT OF
THE COMPANY UNDER AN UNITARY SYSTEM, AS
WELL AS THE APPROVAL OF ALL THE CHANGES TO
THE CONSTITUTIVE ACT APPROVED BY ALL THE
EXTRAORDINARY GENERAL MEETINGS OF
SHAREHOLDERS BETWEEN 6 SEPTEMBER 2010 AND
26 APRIL 2015, AS ENDORSED BY FSA AND
REFLECTED IN THE IN FORCE CONSTITUTIVE ACT
ATTACHED AS AN ANNEX TO THE CONVENING
NOTICE
6 IN ACCORDANCE WITH ARTICLE 1292 OF Mgmt For For
REGULATION NO. 1/2006, THE APPROVAL OF 20
MAY 2015 AS THE REGISTRATION DATE, IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE
238 PARAGRAPH (1) OF CAPITAL MARKET LAW NO.
297/2004, AND 19 MAY 2015 AS THE EX - DATE,
COMPUTED ACCORDING TO THE DEFINITION SET BY
ARTICLE 2 LETTER F) OF REGULATION NO.
6/2009. AS NO PAYMENTS TO THE SHAREHOLDERS
SHALL BE TRIGGERED BY THE DECISIONS HEREIN,
SHAREHOLDERS DO NOT DECIDE UPON THE PAYMENT
DATE, AS IT IS DEFINED BY ARTICLE 2 LETTER
G) OF REGULATION NO. 6/2009
7 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, TO SIGN
THE SHAREHOLDERS' RESOLUTIONS AND THE
AMENDED AND RESTATED FORM OF THE
CONSTITUTIVE ACT, 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' RESOLUTIONS,
INCLUDING FORMALITIES FOR PUBLICATION AND
REGISTRATION THEREOF WITH THE TRADE
REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
--------------------------------------------------------------------------------------------------------------------------
S.C. FONDUL PROPRIETATEA S.A., BUCHAREST Agenda Number: 705872667
--------------------------------------------------------------------------------------------------------------------------
Security: X3072C104
Meeting Type: OGM
Meeting Date: 27-Apr-2015
Ticker:
ISIN: ROFPTAACNOR5
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 433324 DUE TO CHANGE IN VOTING
STATUS OF RESOLUTION 2. ALL VOTES RECEIVED
ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS
MEETING NOTICE. THANK YOU.
CMMT PLEASE NOTE THAT THERE ARE ADDITIONAL Non-Voting
DOCUMENTATION REQUIREMENTS ASSOCIATED WITH
THIS MEETING: DOCUMENTATION CONFIRMING THE
QUALITY OF THE SIGNER AS LEGAL
REPRESENTATIVE MUST BE DELIVERED DIRECTLY
TO THE COMPANY NO LATER THAN THE DEADLINE
AS STATED ON THE COMPANIES MEETING NOTICE.
CMMT IF YOU WISH YOU TO VOTE IN THIS GENERAL Non-Voting
ASSEMBLY, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE; ADDITIONALLY,
IN ORDER TO PROCESS YOUR VOTING
INSTRUCTIONS, PLEASE ALSO NOTE THAT THE
COMPANY SPECIFIC POWER OF ATTORNEY MUST BE
SIGNED AND SENT IN ORIGINAL (BANK REPLY
DEADLINE-2) TO THE APPROPRIATE SUB
CUSTODIAN. SHAREHOLDER INFORMATION CAN BE
RETRIEVED FROM THE MATERIAL URL THAT IS
PROVIDED WITH THIS BALLOT. PLEASE CONTACT
YOUR INSTITUTION CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NAME OF THE
SUB-CUSTODIAN THAT THIS FORM SHOULD BE
MAILED. THANK YOU.
1 THE APPROVAL OF THE OGM AGENDA Mgmt For For
2 BOARD OF NOMINEES PRESENTATION OF ITS Non-Voting
ANNUAL REPORT, IS NOT SUBJECT TO
SHAREHOLDERS' APPROVAL
3 THE APPROVAL OF THE ANNUAL ACTIVITY REPORT Mgmt For For
OF THE SOLE ADMINISTRATOR OF FONDUL
PROPRIETATEA S.A. FOR THE FINANCIAL YEAR
2014, INCLUDING THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED ON 31 DECEMBER 2014
PREPARED IN ACCORDANCE WITH THE ROMANIAN
ACCOUNTING REGULATIONS, THE APPROVAL OF THE
AUDITOR'S REPORT AND THE DISCHARGE OF
FRANKLIN TEMPLETON INVESTMENT MANAGEMENT
LIMITED UNITED KINGDOM BUCHAREST BRANCH FOR
ANY LIABILITY FOR ITS ADMINISTRATION DURING
2014
4 THE APPROVAL OF THE NET PROFIT ALLOCATION Mgmt For For
FOR THE FINANCIAL YEAR 2014, AS SUCH IS
PRESENTED IN THE SUPPORTING DOCUMENTATION
5 THE APPROVAL OF THE REVISED SECONDARY Mgmt For For
LISTING BUDGET
6 THE RATIFICATION AND THE APPROVAL OF ALL Mgmt For For
OGM RESOLUTIONS AND OF ALL LEGAL ACTS
(INCLUDING DECISIONS, NOTICES FOR CONVENING
ALL OGM AND CONTRACTS) CONCLUDED, ADOPTED
OR ISSUED ON BEHALF OF FONDUL PROPRIETATEA
S.A. BY FRANKLIN TEMPLETON INVESTMENT
MANAGEMENT LIMITED UNITED KINGDOM BUCHAREST
BRANCH, AS WELL AS OF ANY
MANAGEMENT/ADMINISTRATION MEASURES ADOPTED
AND/OR IMPLEMENTED BY IT, APPROVED OR
CONCLUDED BETWEEN 6 SEPTEMBER 2010 AND 26
APRIL 2015. THE APPROVAL OF THE APPOINTMENT
OF FRANKLIN TEMPLETON INVESTMENT MANAGEMENT
LIMITED UNITED KINGDOM BUCHAREST BRANCH AS
SOLE ADMINISTRATOR OF FONDUL PROPRIETATEA
S.A. AND AS FUND MANAGER PURSUANT TO LAW
NO. 297/2004 AND ACCORDING TO THE
INVESTMENT MANAGEMENT AGREEMENT SIGNED ON
25 FEBRUARY 2010 AND THE INVESTMENT
MANAGEMENT AGREEMENT SIGNED ON 29 APRIL
2014 AND THE RATIFICATION OF THE INVESTMENT
MANAGEMENT AGREEMENT SIGNED ON 25 FEBRUARY
2010 INCLUDING ALL AMENDMENTS THERETO AND
THE INVESTMENT MANAGEMENT AGREEMENT SIGNED
ON 29 APRIL 2014 INCLUDING ALL AMENDMENTS
THERETO
7 IN ACCORDANCE WITH ARTICLE 1292 OF Mgmt For For
REGULATION NO. 1/2006, THE APPROVAL OF 20
MAY 2015 AS THE REGISTRATION DATE, IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE
238 PARAGRAPH (1) OF CAPITAL MARKET LAW NO.
297/2004, AND 19 MAY 2015 AS THE EX DATE,
COMPUTED ACCORDING TO THE DEFINITION SET BY
ARTICLE 2 LETTER F) OF REGULATION NO.
6/2009. AS NO PAYMENTS TO THE SHAREHOLDERS
SHALL BE TRIGGERED BY THE DECISIONS HEREIN,
SHAREHOLDERS DO NOT DECIDE UPON THE PAYMENT
DATE, AS IT IS DEFINED BY ARTICLE 2 LETTER
G) OF REGULATION NO. 6/2009
8 THE EMPOWERMENT, WITH AUTHORITY TO BE Mgmt For For
SUBSTITUTED, OF GRZEGORZ MACIEJ KONIECZNY,
AS LEGAL REPRESENTATIVE OF FRANKLIN
TEMPLETON INVESTMENT MANAGEMENT LIMITED
UNITED KINGDOM BUCHAREST BRANCH, 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 REGISTER OR WITH ANY OTHER PUBLIC
INSTITUTION
--------------------------------------------------------------------------------------------------------------------------
YOMA STRATEGIC HOLDINGS LTD Agenda Number: 705459609
--------------------------------------------------------------------------------------------------------------------------
Security: Y9841J113
Meeting Type: AGM
Meeting Date: 25-Jul-2014
Ticker:
ISIN: SG1T74931364
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE AND ADOPT THE DIRECTORS' REPORT Mgmt Against Against
AND AUDITED FINANCIAL STATEMENTS OF THE
COMPANY FOR THE FINANCIAL YEAR ENDED 31
MARCH 2014 TOGETHER WITH THE AUDITORS'
REPORT THEREON
2 TO APPROVE THE PAYMENT OF DIRECTORS' FEES Mgmt For For
OF UP TO SGD 285,000 PAYABLE BY THE COMPANY
FOR THE FINANCIAL YEAR ENDING 31 MARCH 2015
3 TO RE-ELECT DATO DR. MOHD AMIN LIEW Mgmt Against Against
ABDULLAH AS A DIRECTOR OF THE COMPANY, WHO
IS RETIRING PURSUANT TO ARTICLE 104 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY AND
WHO, BEING ELIGIBLE, WILL OFFER HIMSELF FOR
RE-ELECTION
4 TO RE-ELECT MR. ADRIAN CHAN PENGEE AS A Mgmt Against Against
DIRECTOR OF THE COMPANY, WHO IS RETIRING
PURSUANT TO ARTICLE 104 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND WHO, BEING
ELIGIBLE, WILL OFFER HIMSELF FOR
RE-ELECTION
5 TO RE-ELECT MR. CYRUS PUN CHI YAM AS A Mgmt Against Against
DIRECTOR OF THE COMPANY, WHO IS RETIRING
PURSUANT TO ARTICLE 104 OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND WHO, BEING
ELIGIBLE, WILL OFFER HIMSELF FOR
RE-ELECTION
6 TO RE-APPOINT MR. KYI AYE AS A DIRECTOR OF Mgmt Against Against
THE COMPANY PURSUANT TO SECTION 153(6) OF
THE COMPANIES ACT (CAP. 50) TO HOLD OFFICE
UNTIL THE NEXT ANNUAL GENERAL MEETING OF
THE COMPANY
7 TO RE-APPOINT NEXIA TS PUBLIC ACCOUNTING Mgmt For For
CORPORATION AS AUDITORS OF THE COMPANY FOR
THE FINANCIAL YEAR ENDING 31 MARCH 2015 AND
TO AUTHORISE THE DIRECTORS OF THE COMPANY
TO FIX THEIR REMUNERATION
8 THAT PURSUANT TO SECTION 161 OF THE Mgmt For For
COMPANIES ACT (CAP. 50) AND THE RULES,
GUIDELINES AND MEASURES ISSUED BY THE
SINGAPORE EXCHANGE SECURITIES TRADING
LIMITED (THE "SGX-ST"), THE DIRECTORS OF
THE COMPANY BE AND ARE HEREBY AUTHORISED
AND EMPOWERED TO ISSUE: (I) SHARES IN THE
CAPITAL OF THE COMPANY ("SHARES"); OR (II)
CONVERTIBLE SECURITIES; OR (III) ADDITIONAL
CONVERTIBLE SECURITIES ISSUED PURSUANT TO
ADJUSTMENTS; OR (IV) SHARES ARISING FROM
THE CONVERSION OF THE SECURITIES IN (II)
AND (III) ABOVE, (WHETHER BY WAY OF RIGHTS,
BONUS OR OTHERWISE OR IN PURSUANCE OF ANY
OFFER, AGREEMENT OR OPTION MADE OR GRANTED
BY THE DIRECTORS DURING THE CONTINUANCE OF
THIS AUTHORITY OR THEREAFTER) AT ANY TIME
AND UPON SUCH TERMS AND CONDITIONS AND FOR
SUCH PURPOSES AND TO SUCH PERSONS AS THE
DIRECTORS MAY IN THEIR ABSOLUTE DISCRETION
DEEM CONTD
CONT CONTD FIT (NOTWITHSTANDING THE AUTHORITY Non-Voting
CONFERRED BY THIS RESOLUTION MAY HAVE
CEASED TO BE IN FORCE), PROVIDED THAT: (1)
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
PURSUANT TO THIS RESOLUTION (INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF
CONVERTIBLE SECURITIES MADE OR GRANTED
PURSUANT TO THIS RESOLUTION) DOES NOT
EXCEED FIFTY PERCENT. (50%) OF THE TOTAL
NUMBER OF ISSUED SHARES (EXCLUDING TREASURY
SHARES) IN THE CAPITAL OF THE COMPANY (AS
CALCULATED IN ACCORDANCE WITH SUB-PARAGRAPH
(2) BELOW) ("ISSUED SHARES"), PROVIDED THAT
THE AGGREGATE NUMBER OF SHARES TO BE ISSUED
OTHER THAN ON A PRO-RATA BASIS TO
SHAREHOLDERS OF THE COMPANY (INCLUDING
SHARES TO BE ISSUED IN PURSUANCE OF
CONVERTIBLE SECURITIES MADE OR GRANTED
PURSUANT TO THIS RESOLUTION) DOES NOT
EXCEED TWENTY PERCENT. (20%) OF THE TOTAL
NUMBER OF ISSUED SHARES; CONTD
CONT CONTD (2) (SUBJECT TO SUCH MANNER OF Non-Voting
CALCULATION AS MAY BE PRESCRIBED BY THE
SGX-ST) FOR THE PURPOSE OF DETERMINING THE
AGGREGATE NUMBER OF SHARES THAT MAY BE
ISSUED UNDER SUB-PARAGRAPH (1) ABOVE, THE
PERCENTAGE OF ISSUED SHARES SHALL BE BASED
ON THE TOTAL NUMBER OF ISSUED SHARES
(EXCLUDING TREASURY SHARES) IN THE CAPITAL
OF THE COMPANY AT THE TIME THIS RESOLUTION
IS PASSED, AFTER ADJUSTING FOR: (I) NEW
SHARES ARISING FROM THE CONVERSION OR
EXERCISE OF ANY CONVERTIBLE SECURITIES;
(II) (WHERE APPLICABLE) NEW SHARES ARISING
FROM EXERCISING SHARE OPTIONS OR VESTING OF
SHARE AWARDS OUTSTANDING OR SUBSISTING AT
THE TIME OF THE PASSING OF THIS RESOLUTION,
PROVIDED THE OPTIONS OR AWARDS WERE GRANTED
IN COMPLIANCE WITH THE LISTING MANUAL OF
THE SGX-ST (THE "LISTING MANUAL"); AND
(III) ANY SUBSEQUENT BONUS ISSUE,
CONSOLIDATION CONTD
CONT CONTD OR SUBDIVISION OF SHARES; (3) IN Non-Voting
EXERCISING THE AUTHORITY CONFERRED BY THIS
RESOLUTION, THE COMPANY SHALL COMPLY WITH
THE RULES, GUIDELINES AND MEASURES ISSUED
BY THE SGX-ST FOR THE TIME BEING IN FORCE
(UNLESS SUCH COMPLIANCE HAS BEEN WAIVED BY
THE SGX-ST) AND THE ARTICLES OF ASSOCIATION
FOR THE TIME BEING OF THE COMPANY; AND (4)
(UNLESS REVOKED OR VARIED BY THE COMPANY IN
A GENERAL MEETING), THE AUTHORITY CONFERRED
BY THIS RESOLUTION SHALL CONTINUE IN FORCE
UNTIL THE CONCLUSION OF THE NEXT ANNUAL
GENERAL MEETING OF THE COMPANY OR THE DATE
BY WHICH THE NEXT ANNUAL GENERAL MEETING OF
THE COMPANY IS REQUIRED BY LAW TO BE HELD,
WHICHEVER IS THE EARLIER
9 THAT FOR THE PURPOSES OF CHAPTER 9 OF THE Mgmt For For
LISTING MANUAL: (A) APPROVAL BE AND IS
HEREBY GIVEN FOR THE COMPANY AND ITS
SUBSIDIARY COMPANIES (THE "GROUP") OR ANY
OF THEM TO ENTER INTO ANY OF THE
TRANSACTIONS FALLING WITHIN THE CATEGORIES
OF INTERESTED PERSON TRANSACTIONS,
PARTICULARS OF WHICH ARE SET OUT IN THE
COMPANY'S ADDENDUM TO SHAREHOLDERS DATED 10
JULY 2014 (THE "ADDENDUM"), WITH ANY PARTY
WHO IS OF THE CLASS OR CLASSES OF
INTERESTED PERSONS DESCRIBED IN THE
ADDENDUM, PROVIDED THAT SUCH TRANSACTIONS
ARE MADE ON NORMAL COMMERCIAL TERMS IN
ACCORDANCE WITH THE REVIEW PROCEDURES FOR
INTERESTED PERSON TRANSACTIONS AS DESCRIBED
IN THE ADDENDUM (THE "SHAREHOLDERS'
MANDATE"); (B) THE SHAREHOLDERS' MANDATE
SHALL, UNLESS REVOKED OR VARIED BY THE
COMPANY IN A GENERAL MEETING, CONTINUE IN
FORCE UNTIL THE CONCLUSION OF THE NEXT
CONTD
CONT CONTD ANNUAL GENERAL MEETING OF THE Non-Voting
COMPANY, OR THE DATE BY WHICH THE NEXT
ANNUAL GENERAL MEETING OF THE COMPANY IS
REQUIRED BY LAW TO BE HELD, WHICHEVER IS
EARLIER; (C) THE AUDIT AND RISK MANAGEMENT
COMMITTEE OF THE COMPANY BE AND IS HEREBY
AUTHORISED TO TAKE SUCH ACTION AS IT DEEMS
PROPER IN RESPECT OF PROCEDURES AND/OR TO
MODIFY OR IMPLEMENT SUCH PROCEDURES AS MAY
BE NECESSARY TO TAKE INTO CONSIDERATION ANY
AMENDMENT TO CHAPTER 9 OF THE LISTING
MANUAL WHICH MAY BE PRESCRIBED BY THE
SGX-ST FROM TIME TO TIME; AND (D) THE
DIRECTORS OF THE COMPANY BE AND ARE HEREBY
AUTHORISED TO DO ALL SUCH ACTS AND THINGS
(INCLUDING, WITHOUT LIMITATION, EXECUTING
ALL SUCH DOCUMENTS AS MAY BE REQUIRED) AS
THEY MAY CONSIDER NECESSARY, DESIRABLE,
EXPEDIENT OR IN THE INTEREST OF THE COMPANY
TO GIVE EFFECT TO THE SHAREHOLDERS' MANDATE
AND/OR CONTD
CONT CONTD THIS RESOLUTION Non-Voting
10 THAT PURSUANT TO SECTION 161 OF THE Mgmt Against Against
COMPANIES ACT (CAP. 50), THE DIRECTORS OF
THE COMPANY BE AND ARE HEREBY AUTHORISED TO
OFFER AND GRANT OPTIONS IN ACCORDANCE WITH
THE PROVISIONS OF THE YOMA STRATEGIC
HOLDINGS EMPLOYEE SHARE OPTION SCHEME 2012
(THE "YSH ESOS 2012") AND TO ISSUE AND
ALLOT FROM TIME TO TIME SUCH NUMBER OF
SHARES IN THE CAPITAL OF THE COMPANY AS MAY
BE REQUIRED TO BE ISSUED PURSUANT TO THE
EXERCISE OF THE OPTIONS UNDER THE YSH ESOS
2012, NOTWITHSTANDING THAT THE APPROVAL HAS
CEASED TO BE IN FORCE IF THE SHARES ARE
ISSUED PURSUANT TO THE EXERCISE OF AN
OPTION GRANTED WHILE THE APPROVAL TO OFFER
AND GRANT THE OPTION WAS IN FORCE, PROVIDED
THAT THE AGGREGATE NUMBER OF NEW SHARES TO
BE ISSUED PURSUANT TO YSH ESOS 2012 SHALL
NOT EXCEED FIFTEEN PERCENT. (15%) OF THE
ISSUED ORDINARY SHARE CAPITAL OF THE
COMPANY CONTD
CONT CONTD (EXCLUDING TREASURY SHARES) FROM TIME Non-Voting
TO TIME
CMMT 11-JUL-2014: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT IN
RESOLUTION 8. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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YOMA STRATEGIC HOLDINGS LTD Agenda Number: 705754910
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Security: Y9841J113
Meeting Type: EGM
Meeting Date: 06-Jan-2015
Ticker:
ISIN: SG1T74931364
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 THE PROPOSED VARIATIONS TO THE PROPOSED Mgmt For For
ACQUISITION OF EIGHTY PER CENT. (80%)
INTEREST IN RESPECT OF THE LANDMARK
DEVELOPMENT (THE "PROPOSED VARIATIONS TO
THE PROPOSED LANDMARK ACQUISITION")
2 THE PROPOSED ACQUISITION OF ECONOMIC Mgmt For For
INTERESTS IN LDRS IN PHGE AND THE OPERATING
RIGHTS IN RESPECT OF THE PHGE GOLF COURSE &
COUNTRY CLUB AND THE PHGE ESTATE (THE
"PROPOSED ACQUISITION OF PHGE AND PHGE GOLF
COURSE & COUNTRY CLUB")
3 THE PROPOSED ACQUISITION OF ONE HUNDRED PER Mgmt For For
CENT. (100%) INTEREST IN RESPECT OF CPCL
(THE "PROPOSED CPCL ACQUISITION")
4 THE PROPOSED RIGHTS ISSUE Mgmt For For
5 THE PROPOSED WHITEWASH RESOLUTION Mgmt For For
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Global Macro Absolute Return Advantage Portfolio
By (Signature) /s/ Eric A. Stein
Name Eric A. Stein
Title President
Date 08/06/2015