S.C. Fondul Proprietatea SA · BVB:FP
S.C. Fondul Proprietatea SA — Fondul Proprietatea — Shareholder Meeting (April 2019)
41 slides from S.C. Fondul Proprietatea SA's shareholder meeting presentation, Apr 4, 2019
Slide 1: Fondul Proprietatea – 2019 Annual GSM
Fondul Proprietatea – 4 April 2019 2019 Annual GSM
Slide 2: Report on the Discount objective
Report on the Discount objective
Slide 3: Discount objective
Discount objective Objective Monthly Monitoring – 31 December 2018 The discount between the closing price for each Trading Day on the In the period 1 January – 31 December 2018, discount was Bucharest Stock Exchange, of the shares issued by the Fund and the latest higher than 15%, for both shares an
Slide 4: FP share price and Discount evolution
FP share price and Discount evolution FP Adjusted share price (RON) and Discount (%) 0.9800 40% 0.9200 31% 0.8600 23% 0.8000 15% 1/18 2/18 3/18 4/18 5/18 6/18 7/18 8/18 8/18 9/18 10/18 11/18 12/18 Discount Adjusted share price Source: BVB, Bloomberg, for the period 3 January – 31 December 2018. 3
Slide 5: Measures taken
Measures taken Distributed RON 1.87 billion to the Fund’s shareholders during 1 January – 31 December 2018 via: • Annual Dividend • Buy-backs: • Total amount distributed Distribution: Executed the 9th buy-back programme (19 (including buy-backs and Gross distribution to November 2017 – 31 December 2
Slide 6: Creating liquidity at the portfolio level
Creating liquidity at the portfolio level1 RON Total Value of Disposals 173,011,275 Dividends Received (Collected) 629,045,350 Credit Facility (Committed)2 400,000,000 Total 1,202,056,624 Source: Fund’s periodical reports. 1. For the Reporting Period: 1 January – 31 December 2018. 2. Maximum committ
Slide 7: Distributions to shareholders
Distributions to shareholders Distributions to Expenses related % of the average shareholders in the to distributions market period 1 January – recorded in the % of the NAV capitalization 31 December 2018 period 1 January – as at during RON (excluding related costs) 31 December 2018 Total 30 June 20
Slide 8: Share buybacks
Share buybacks Acquisition cost of shares repurchased, Average excluding No. of shares share price transaction costs Cancellation Program Period Status repurchased (RON/share) (RON) Broker of shares1 The cancellation of 14 Nov 2017 – Wood & Co., shares will be subject Ninth Finalized 1,487,992,569 0
Slide 9: Tender offer
Tender offer FP pre- Premium to pre- Announcement Tender price announcement Discount of offer Take-up rate Tender Offer announcement date (RON/share) share price price to NAV (%)1 (%) share price (%) (RON/share) Fifth 15 Dec 2017 0.9350 0.8400 11.31% 22.84% 54.10% Announcement of the 5th TO 0.9600 3
Slide 10: Investor Relations activity
Investor Relations activity During the Reporting Period, the Fund Manager continued to actively promote Fondul Proprietatea, through: • 339 Investor Meetings • 47 Investor Conference Calls • 30 Investor Conference and Road- shows • 100 participants to the Romania Investor • 171 participants to the F
Slide 11: Report on the NAV objective
FONDUL PROPRIETATEA Report on the NAV objective
Slide 12: NAV objective
NAV objective Objective Monthly Monitoring – 31 December 2018 The Adjusted NAV per share as at 31 December 2018, to be higher than the Adjusted NAV as at 31 December 2018 is higher than the NAV per share as NAV per share as at 30 June 2017 (RON 1.1953 per share) at 30 June 2017 NAV Objective Amount
Slide 13: Attribution to NAV performance, January – December 2018
Attribution to NAV performance for the period 1 January – 31 December 2018 Top Performers Company Status Weight in total NAV1 Change in NAV performance Change in NAV per share (RON) Hidroelectrica SA Unlisted 41.8% 9.95% 0.1231 OMV Petrom SA Listed 16.6% 1.68% 0.0208 CN Aeroporturi Bucuresti SA Unli
Slide 14: List of disposals
List of disposals Stake sold Proceeds on disposals Company Status Disposal type (%) (RON) Disposal date BRD Groupe Societe Generale SA Listed Market sale 0.77% 68,095,656 May – June 2018 Conpet SA Listed Market sale 6.06% 52,960,966 April 2018 Nuclearelectrica SA Listed Market sale 2.04% 49,271,711
Slide 15: Fund Information
= 2) A Z O ae <x lu = <x = W o oa oO ao o Fund Information
Slide 16: The Fund – Key Facts
The Fund – Key Facts Fund Details1 RON USD NAV 10.08 bn 2.42 bn2 NAV/Share 1.4016 0.33712 Price/Share 0.8820 0.21212 Price/GDR 44.08 10.60 Market Capitalization as at 29 March 20193 6.56 bn 1.55 bn3 Discount/Share as at 29 March 2019 34.72% Discount/GDR as at 29 March 2019 34.61% Number of Paid Shar
Slide 17: FP Market performance
FP Market performance FP Share Price (RON) and Discount (%) 0.9500 62% 0.7000 46% 0.4500 31% 0.2000 15% 1/11 7/11 1/12 8/12 2/13 8/13 2/14 8/14 2/15 8/15 2/16 8/16 2/17 8/17 2/18 8/18 3/19 Discount Adjusted Share Price Source: BVB, Bloomberg, for the period 25 January 2011 – 29 March 2019. 16
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 YTD1 Inception1 NAV (RON) (0.47)% 8.91% 13.29% 1.39% (0.60)% 7.33% 13.10% 19.94% (0.56)% 79.19% Ordinary Share Price (RON) (30.32)% 38.30% 61.34% 14.53% (4.06)% 4.90% 21.46% 9.90% (0
Slide 19: Portfolio
<x lu = <x = W o oa oO ao o Portfolio = 2) A Z Oo ae
Slide 20: Portfolio Structure
Portfolio Structure Listed vs Unlisted By Sector By Controlling Ownership as at 28 February 2019 (% NAV)1 as at 28 February 2019 (% NAV)1 as at 31 December 20182 Power Utilities: Generation……....41% Oil & Gas.……….19% State Unlisted….…70% Power & Gas Utilities: Controlled Distribution & Entities………57
Slide 21: Largest Holdings by NAV
Largest Holdings by NAV NAV as at % in NAV Majority 28 February 2019 as at Portfolio Company Status Shareholder % Stake1 (USD mn) 28 February 2019 Hidroelectrica Unlisted Romanian State 19.9% 951.09 39.24 OMV Petrom Listed OMV 9.9% 464.43 19.16 Bucharest Airports Unlisted Romanian State 20.0% 207.05
Slide 22: Top Portfolio Holdings – 2018 financials
Top Portfolio Holdings – 2018 financials Net profit (RON mn) Company 2017 2018 %yoy Hidroelectrica 1,359.7 1,548.9 13.9% OMV Petrom 2,489.3 4,077.8 63.8% BRD Groupe Societe Generale 1,414.6 1,564.7 10.6% Salrom 86.4 107.9 24.9% Alro 391.1 235.3 (39.8)% Bucharest Airports 337.6 405.0 20.0% Nuclearele
Slide 23: Key events with impact on the Fund's portfolio
Key events with impact on the Fund’s portfolio The Emergency Government Ordinance (“OUG”) approved by the Romanian Government on 21 December 2018 and targeting the electricity, gas, telecom, banking and private pension fund sectors, was amended on 29 March 2019 through an additional OUG. The main pr
Slide 24: Corporate Actions
FRANKLIN TEN INVESTMENTS Corporate Actions <x lu = <x = W o oa oO ao o = 2) A Z O ae
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 1,870.6 726.1 25.4% 2000 18.3% 21.9% 17.5% 1500 15.5% 583.1 1,121.5 832.5 10.5% 1000 600.0 236.6 484.4 11.6% 7.5% 362.6 344.7 8.1% 71.3 1,124.3 389.3 189.5 249.1 500
Slide 26: Dividend Proposal for FY 2018
Dividend Proposal for FY 2018 The Investment Manager’s proposal for the dividend distribution for the 2018 financial year to be approved in the General Shareholders’ Meeting on 4 April 2019 is as follows: • RON 654.85 million gross dividend distribution • RON 0.0903 dividend per share (implying a yi
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 2018 audited profit in amount of RON 935,091,985 is the following: • RON 46,754,599 to legal reserves (mandatory transfer) • RON 654,854,996 to dividends • RON 233,482,390 to other reserves (to be u
Slide 28: Cash Distributions to Shareholders
Cash Distributions to Shareholders Financial Gross Cash Distribution Net Cash Distribution % Change Year on Paid In Year per Share (RON) per Share (RON)1 Year 2008-2009 Dividend 2010 0.08160 0.06854 - (aggregate) Dividend 2010 2011 0.03141 0.02638 - Dividend 2011 2012 0.03854 0.03237 +22.71% Dividen
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 14 Nov 2017 – Wood & Co., Cancellation of shares on the agenda of Ninth Finalized 1,488.0 mn/16.3% 0.9319 31 Dec 2018 Jefferies
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 2015 2016 2017 2018 2015 2016 2017 2018 2019 Hidroelectrica 80 90 90 90%2 128.9 134.6 206.6 226.2 278.02 OMV Petrom - 94 46 N/A 120.5 - 106.8 107.6 152.93 Bucharest Airports 75 90 90 90%
Slide 31: Annual Financial Results
| Results la Annual Financ <x lu = <x = W o oa oO ao o = 2) A Z Oo ae
Slide 32: Statement of Financial Position
Statement of Financial Position 31 December 2018 31 December 2017 RON mn Audited Audited Cash and current accounts 19.6 19.2 Deposits with banks 187.1 1,276.7 Treasury bills 49.6 46.3 Government bonds 131.6 195.9 Dividend receivables 137.0 - Equity investments 9,337.4 9,278.2 Other assets 1.5 10.7 T
Slide 33: Statement of Comprehensive Income
Statement of Comprehensive Income 2018 2017 RON mn Audited Audited Gross dividend income 776.2 740.4 Net unrealised gain/ (loss) from equity investments at fair value through profit or loss 225.3 222.8 Interest income 9.8 11.9 Net realised gain/ (loss) from equity investments at fair value through p
Slide 34: Annual GSM Agenda
FRANKLIN INVES’ Annual GSM Agenda <x lu = <x = W o oa oO ao o = 2) A Z Oo ae
Slide 35: 4 April 2019 GSM agenda – Main points
4 April 2019 GSM agenda – Main points EGM agenda: • The cancelation of 1,487,992,569 own shares acquired by • The approval of several amendments to the Constitutive Fondul Proprietatea during the ninth buy-back programme Act for implementing the latest changes in legislation and and the decrease of
Slide 36: Fondul Proprietatea contact details
Fondul Proprietatea Premium Point Buzesti Street 78-80, 1st District Bucharest 011017 www.fondulproprietatea.ro
Slide 37: Appendix
Appendix
Slide 38: Impact of the buy-back programs on the Fund's equity
Impact of the buy-back programs on the Fund’s equity
Slide 39: Impact of the 7th and 8th buy-back programme on equity (I)
Impact of the 7th and 8th buy-back programme on the Fund’s equity and the negative reserves booked on cancellation during 2018 (I) Buy-back Buy-back program 7 program 8 Total (RON) (RON) (RON) Number of shares cancelled during 2018 (1) 90,849,151 141,869,861 232,719,012 Total acquisition cost at tra
Slide 40: Impact of the 7th and 8th buy-back programme on equity (II)
Impact of the 7th and 8th buy-back programme on the Fund’s equity and the negative reserves booked on cancellation during 2018 (II) The negative reserves recorded during the year ended 31 December 2018 1 January 2018 (audited) (RON) 256,073,589 Coverage of negative balance according to Resolution of
Slide 41: Impact of the 9th buy-back programme on the Fund's equity
Impact of the 9th buy-back programme on the Fund’s equity and the negative reserve that will arise on cancelation1 Buy-back program 9 (RON) Period (trade dates) 14 Nov 2017 – 31 Dec 2018 Number of shares repurchased and subject to cancellation approval (1) 1,487,992,569 Total acquisition cost at tra
Fondul Proprietatea — Shareholder Meeting (April 2019) on 6ix