S.C. Fondul Proprietatea SA · BVB:FP

S.C. Fondul Proprietatea SA — Fondul Proprietatea — Shareholder Meeting (April 2020)

39 slides from S.C. Fondul Proprietatea SA's shareholder meeting presentation, Apr 28, 2020

  1. Slide 1: Fondul Proprietatea – 2020 Annual GSM

    Fondul Proprietatea – 28 April 2020 2020 Annual GSM

  2. Slide 2: Report on the Discount objective

    Report on the Discount objective

  3. Slide 3: Discount objective

    Discount objective Objective Monthly Monitoring – 31 December 2019 The discount between the closing price for each trading day on the In the period 1 January – 31 December 2019, discount BSE, of the shares issued by the Fund and the latest reported NAV was higher than 15%, for both shares and GDRs.

  4. Slide 4: FP share price and Discount evolution

    FP share price and Discount evolution FP Adjusted share price (RON) and Discount (%) 1.1800 43% 1.0600 36% 0.9400 29% 0.8200 22% 0.7000 15% 1/19 2/19 3/19 4/19 5/19 6/19 7/19 8/19 8/19 9/19 10/19 11/19 12/19 Discount (%) Adjusted share price (RON) Source: BVB, Bloomberg, for the period 3 January – 3

  5. Slide 5: Measures taken

    Measures taken Distributed RON 1.08 billion to the Fund’s shareholders during 1 January – 31 December 2019 via: • Annual Dividend • Buy-backs: • Total amount distributed Distribution: Executed the 10th buy-back programme (1 (including buy-backs and Gross distribution to January 2019 – 31 December 20

  6. Slide 6: Creating liquidity at the portfolio level

    Creating liquidity at the portfolio level1 RON Total Value of Disposals 200,898,504 Dividends Received (Collected) 922,323,252 Credit Facility (Committed)2 45,000,000 Total 1,168,221,756 Source: Fund’s periodical reports. 1. For the Reporting Period: 1 January – 31 December 2019. 2. Maximum committe

  7. Slide 7: Distributions to shareholders

    Distributions to shareholders Distributions to Expenses related % of the average shareholders in the to distributions % of the NAV market period 1 January – recorded in the as at capitalization 31 December 2019 period 1 January – 31 December during RON (excluding related costs) 31 December 2019 Tota

  8. Slide 8: Share buybacks

    Share buybacks Acquisition cost of No. of Average shares repurchased, shares share price excluding transaction Cancellation Program Period Status repurchased (RON/share) costs (RON) Broker of shares1 The cancellation of 1 January – Auerbach shares will be subject Tenth 31 December Finalized 403,812,

  9. Slide 9: Tender offer

    Tender offer FP pre- Premium to pre- Tender Announcement Tender price announcement Discount of offer Take-up rate announcement Offer date (RON/share) share price price to NAV (%)1 (%) share price (%) (RON/share) Sixth 15 Jul 2019 1.2100 1.0550 14.69% 16.00% 53.47% Announcement of the 6th TO 1.2000 4

  10. Slide 10: Investor Relations activity

    Investor Relations activity During the Reporting Period, the Fund Manager continued to actively promote Fondul Proprietatea, through: • 368 Investor Meetings • 76 Investor Conference Calls • 31 Investor Conference and Road- shows • 146 participants to the Romania • 118 participants to the FP Investo

  11. Slide 11: Report on the NAV objective

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  12. Slide 12: NAV Objective

    NAV Objective Objective Monthly Monitoring – 31 December 2019 The Adjusted NAV per share as at 31 December 2019, to be higher than The Adjusted NAV per share as at 31 December 2019 is the NAV per share as at 31 December 2018 (RON 1.4095 per share) higher than the NAV per share as at 31 December 2018

  13. Slide 13: Attribution to NAV performance, January–December 2019

    Attribution to NAV performance for the period 1 January – 31 December 2019 Top Performers Weight in total Change in NAV Change in NAV per share Company Status NAV1 performance (RON) Hidroelectrica SA Unlisted 41.2% 11.44% 0.1612 OMV Petrom SA Listed 21.3% 9.62% 0.1356 CN Aeroporturi Bucuresti SA Unl

  14. Slide 14: List of disposals

    List of disposals Proceeds on disposals Company Status Disposal type Stake sold (%) Disposal date (RON) BRD Groupe Societe Generale SA Listed Market sale 2.40% 200,898,504 March - June 2019 Total 200,898,504 Source: Fund’s periodical reports. 13

  15. Slide 15: Fund Information

    Fund Information This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not for public use

  16. Slide 16: The Fund – Key Facts

    The Fund – Key Facts Fund Details1 RON USD NAV 9.59 bn 2.18 bn2 NAV/Share 1.4515 0.33002 Price/Share 1.1100 0.25242 Price/GDR 53.22 12.10 Market Capitalization as at 23 April 20203 7.41 bn 1.65 bn3 Discount/Share as at 23 April 2020 22.15% Discount/GDR as at 23 April 2020 22.62% Number of Paid Share

  17. Slide 17: FP Market performance

    FP Market performance FP Share Price (RON) and Discount (%) 1.4000 65% 1.1000 53% 0.8000 40% 0.5000 28% 0.2000 15% 1/11 9/11 4/12 11/12 7/13 2/14 10/14 5/15 12/15 8/16 3/17 11/17 6/18 1/19 9/19 4/20 Discount Adjusted Share Price Until 23 April 2020. Source: BVB, Bloomberg. 16

  18. Slide 18: NAV, Share price and GDR Performance

    NAV, Share price and GDR Performance Cumulative Performance Since Performance 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q1 ‘20 Inception1 NAV (RON) (0.47)% 8.91% 13.29% 1.39% (0.60)% 7.33% 13.10% 19.94% 31.23% (16.29)% 97.96% (30.32) Ordinary Share Price (RON) 38.30% 61.34% 14.53% (4.06)% 4.90% 2

  19. Slide 19: Portfolio

    Portfolio This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not for public use

  20. Slide 20: Portfolio Structure

    Portfolio Structure Listed vs Unlisted By Sector By Controlling Ownership as at 31 March 2020 (% NAV)1 as at 31 March 2020 (% NAV)1 as at 31 December 20192 Power Utilities: Generation……....50% Oil & Gas.……….17% State Unlisted….…71% Power & Gas Utilities: Controlled Distribution & Entities………57% List

  21. Slide 21: Largest Holdings by NAV

    Largest Holdings by NAV NAV as at % in NAV Majority 31 March 2020 as at Portfolio Company Status Shareholder % Stake1 (USD mn) 31 March 2020 Hidroelectrica Unlisted Romanian State 19.9% 1,031.49 47.33% OMV Petrom Listed OMV 9.9% 373.42 17.13% Bucharest Airports Unlisted Romanian State 20.0% 161.81 7

  22. Slide 22: Top Portfolio Holdings – 2019 Preliminary results

    Top Portfolio Holdings – 2019 Preliminary results Net profit (RON mn) Company 2018 2019 %yoy OMV Petrom 4,077.8 3,634.7 (12.2)% Bucharest Airports 371.8 375.1 0.9% Alro 235.3 (68.3) (129.0)% Nuclearelectrica 410.6 540.9 31.7% Constanta Port 75.7 96.2 27.1% Total 5,171.2 4,578.6 (11.5)% Source: OMV P

  23. Slide 23: ENEL subsidiaries – Special dividends

    ENEL subsidiaries – Special dividends • The General Shareholders Meeting of the companies E-Distribuție Banat, E-Distribuție Dobrogea and E-Distribuție Muntenia approved on 14 February 2020 the granting of dividends worth 2.96 billion RON (approximately 618 million euros), from retained earnings. •

  24. Slide 24: Corporate Actions

    Corporate Actions This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not for public use

  25. Slide 25: Distributions to shareholders

    Distributions to shareholders Annual Distributions to Shareholders (RON mn) 1,124.3 552.7 507.7 1,499.0 1,778.5 923.6 1,190.8 1,743.7 1,870.6 1,081.3 820.1 25.4% 2000 18.3% 21.9% 17.5% 1500 15.5% 583.1 1,121.5 14.8% 832.5 10.5% 1000 600.0 236.6 181.5 484.4 9.9% 7.5% 362.6 344.7 257.5 8.1% 277.8 1,12

  26. Slide 26: Dividend Proposal for FY 2019

    Dividend Proposal for FY 2019 The Investment Manager’s proposal for the dividend distribution for the 2019 financial year to be approved in the General Shareholders’ Meeting on 28 April 2020 is as follows: • RON 439.85 million gross dividend distribution • RON 0.0642 dividend per share • 9 June 2020

  27. Slide 27: Sole Director's Proposal for Profit Allocation

    Sole Director’s Proposal for Profit Allocation The Sole Director’s proposal for the allocation of the 2019 audited profit in amount of RON 3,129,870,912 is the following: • RON 156,493,546 to legal reserves (mandatory transfer) • RON 439,856,227 to dividends • RON 236,026,121 to other reserves ((to

  28. Slide 28: Cash Distributions to Shareholders

    Cash Distributions to Shareholders Financial Gross Cash Distribution Net Cash Distribution Paid In Year per Share (RON) per Share (RON)1 2008-2009 Dividend 2010 0.08160 0.06854 (aggregate) Dividend 2010 2011 0.03141 0.02638 Dividend 2011 2012 0.03854 0.03237 Dividend 2012 2013 0.04089 0.03435 Return

  29. Slide 29: Buy-back programs

    Buy – back programs No. of shares to be repurchased/ Average % of the Fund’s share price Cancellation Program Period Status issued share capital (RON/share) Broker of shares1 The cancellation of shares is subject 1 Jan – 2 Auerbach Tenth Finalized 750.0 mn/8.2% 0.9198 to shareholders’ approval in th

  30. Slide 30: Annual dividend income – Top 10 portfolio companies

    Annual dividend income – Top 10 portfolio companies Dividend Payout (%) FP Net Dividend (RON mn) Top 10 Holdings1 2016 2017 2018 2019 2015 2016 2017 2018 2019 20203 Hidroelectrica 90 90 90 N/A 128.9 134.6 206.6 226.2 358.7 N/A OMV Petrom 94 46 38 48 120.5 -2 106.8 107.6 145.3 166.8 Bucharest Airport

  31. Slide 31: Total dividend income from portfolio companies

    Total dividend income from portfolio companies FP Net Dividend (RON mn) 2013 2014 2015 2016 2017 2018 2019 2020 Total Dividends from Listed Companies (RON mn) 373.9 538.6 251.5 36.0 148.1 199.6 223.0 201.911 Total Dividends from Unlisted Companies (RON mn) 275.82 143.5 315.9 315.2 404.5 366.9 710.0

  32. Slide 32: Annual Financial Results

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  33. Slide 33: Statement of Financial Position

    Statement of Financial Position 31 December 2019 31 December 2018 RON mn Audited Audited Cash and current accounts 31.9 19.6 Deposits with banks 338.4 187.1 Treasury bills - 49.6 Government bonds 137.3 131.6 Dividend receivables - 137.0 Equity investments 11,413.1 9,337.4 Other assets 0.3 1.5 Total

  34. Slide 34: Statement of Comprehensive Income

    Statement of Comprehensive Income 2019 2018 RON mn Audited Audited Net unrealised gain from equity investments at fair value through profit or loss 2,260.3 225.3 Gross dividend income 942.9 776.2 Net realised gain/ (loss) from equity investments at fair value through profit or loss 9.9 4.5 Interest

  35. Slide 35: COVID-19

    COVID – 19 Business response to address the impact of the COVID-19 pandemic: • Health and wellbeing of all employees and shareholders is a top priority • FT staff working remotely during lockdown period with skeleton staff supporting critical office functions • Ongoing engagement with portfolio comp

  36. Slide 36: Annual GSM Agenda

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  37. Slide 37: 28 April 2020 Annual GSM agenda – Main points

    28 April 2020 Annual GSM agenda – Main points EGM agenda: • The approval of the amended • The approval of the decrease of the subscribed share capital of Fondul Proprietatea from RON • The approval of several Investment Policy Statement, which 3,959,264,762.44 to RON 3,749,282,292.08 amendments to t

  38. Slide 38: 28 April 2020 Annual GSM agenda – Main points

    28 April 2020 Annual GSM agenda – Main points OGM agenda: • The approval of the net profit allocation, and the approval of the value of the gross dividend of RON 0.0642 per share The continuation of the mandate of Franklin Templeton International corresponding to the 2019 financial year profit, all

  39. Slide 39: Fondul Proprietatea contact details

    Fondul Proprietatea Premium Point Buzesti Street 78-80, 1st District Bucharest 011017 www.fondulproprietatea.ro

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