S.C. Fondul Proprietatea SA · BVB:FP

S.C. Fondul Proprietatea SA — Fondul Proprietatea — Shareholder Meeting (June 2012)

32 slides from S.C. Fondul Proprietatea SA's shareholder meeting presentation, Jun 27, 2012

  1. Slide 1: General Shareholders Meeting - Fondul Proprietatea

    27 June 2012 General Shareholders Meeting Fondul Proprietatea This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not intended for public use.

  2. Slide 2: Disclaimer

    DISCLAIMER 1 Disclaimer This presentation is made solely to the intended recipient and should not be distributed to, or acted upon by, any other person. It is for general information only and reflects the personal views of the presenter. Nothing herein is intended to constitute advice on investment,

  3. Slide 3: Secondary Listing on the Warsaw Stock Exchange

    Secondary Listing on the Warsaw Stock Exchange This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not intended for public use.

  4. Slide 4: Secondary Listing on the WSE – Executive Summary

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 3 Secondary Listing on the WSE – Executive Summary  Fondul Proprietatea’s shareholders have approved in principle the secondary listing of the Fund on the Warsaw Stock Exchange in order to Context attract additional demand for the Fund’s shares and increa

  5. Slide 5: Secondary Listing on the WSE - Institutions

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 4 Secondary Listing on the WSE - Institutions Consortium Auditor members Joint Global Coordinator and Joint Bookrunner PR agency Joint Global Coordinator and Joint Bookrunner GolinHarris, Local PR Agency International PR Agency, TBC Co-Manager Banks’ Inter

  6. Slide 6: Secondary Listing on the WSE – Consortium Credentials

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 5 Secondary Listing on the WSE – Consortium Credentials Leading Leading ECM ECM houses houses in in CEE CEE (2006 (2006 – – 2012 2012 YTD) YTD) Leading Leading ECM ECM houses houses in in Poland Poland (2006 (2006 – – 2012 2012 YTD) YTD) # Bookrunner Deal

  7. Slide 7: Benefit for the Romanian Market and Current Investors

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 6 Secondary Listing on the WSE – Benefit for the Romanian Market and Current Investors Potential Potential Upsides Upsides resulting resulting from from a a WSE WSE listing listing  Fondul Proprietatea’s (“FP”) share trading liquidity on the Bucharest Sto

  8. Slide 8: Technical Listing and Placement Plan (I)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 7 Secondary Listing on the WSE - Technical Listing and Placement Plan (I) The WSE secondary listing – “accelerated” route stages  Technical listing, i.e. admission and introduction to trading on the WSE based Step 1 on an information memorandum (“Listing

  9. Slide 9: Technical Listing and Placement Plan (II)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 8 Secondary Listing on the WSE - Technical Listing and Placement Plan (II) Details about the “accelerated route” for a secondary technical listing Step Step Step 2 2–– Facilitating Facilitating liquidity liquidity on on the the WSE Step 1 1–– Technical Tec

  10. Slide 10: Technical Listing and Placement Plan (III)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 9 Secondary Listing on the WSE - Technical Listing and Placement Plan (III) Indicative listing schedule on WSE Estimated Estimated timetable timetable for for the the secondary secondary listing listing  FP’s secondary listing to be achieved in 2 steps; t

  11. Slide 11: Broadening the Investor Base

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 10 Secondary Listing on the WSE – Broadening the Investor Base Accelerated Book-build / market trades (following a technical listing based on a Listing Memorandum)  Short book-building period (between 1 and 2 days) Execution  Scope of marketing dependent

  12. Slide 12: Secondary Listing on the WSE - Conclusion

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 11 Secondary Listing on the WSE - Conclusion • Shareholders with a brokerage account in Bucharest will be able to buy/sell Fondul Proprietatea shares as before • Following the listing on the WSE, investors that are active in Poland will also be able to tra

  13. Slide 13: S.C. Hidroelectrica S.A. – Recent Developments

    S.C. Hidroelectrica S.A. – Recent Developments This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not intended for public use.

  14. Slide 14: Hidroelectrica – Insolvency request admitted by the Court

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 13 Hidroelectrica – Insolvency request admitted by the Court • On 15 June 2012 Hidroelectrica filed a request for insolvency with the Bucharest Court; the Fund Manager learned and acknowledged this request on 18 June 2012 and reported to shareholders, in l

  15. Slide 15: Legal Responsibilities of a Board of Directors

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 14 Legal Responsibilities of a Board of Directors  Board members are appointed by the vote of all shareholders at the general shareholder’s meeting and not directly by any individual shareholder alone (art. 111 para. (2) letter b) of Companies Law).  A s

  16. Slide 16: Hidroelectrica – Selected Financial Information

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 15 Hidroelectrica – Selected Financial Information Indicator 2009 (Lei mn) 2010 (Lei mn) 2011 (Lei mn) Fixed assets 22,601.97 19,667.19 20,339.08 Current assets, out of which: 387.30 476.47 611.86 Cash and current account 28.14 99.89 77.15 Total assets 22,

  17. Slide 17: Hidroelectrica – Main creditors as at 31.12.2011

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 16 Hidroelectrica – Main creditors as at 31.12.2011* Other debts - RON Dividends RON mil. 244.2 mil. Fondul Proprietatea 52.4 Dividends - RON 258.6 mil. MECMA 206.2 Bank debts RON mil. BRD Groupe Societe Generale 393.9 Bank debts - RON 2,517.8 mil. ING Ban

  18. Slide 18: Hidroelectrica – Foregone Profits

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 17 Hidroelectrica – Foregone Profits Hidroelectrica Net Income1 OPCOM Market Prices2 1500 Average Price Foregone Profits Year (lei / MWh) RON mn 1000 2009 155.35 2010 156.31 500 2011 221.23 292 48 6 0 2009 2010 2011 • In 2009, Hidroelectrica sold 11.7 TWh

  19. Slide 19: Insolvency Law no. 85/2006 – Main Provisions (I)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 18 Insolvency Law no. 85/2006 – Main Provisions (I) Participants in the Insolvency Procedure  The syndic judge  issues the decision for opening the insolvency proceedings;  judges the contestations filed during the progress of the proceedings;  appoint

  20. Slide 20: Insolvency Law no. 85/2006 – Main Provisions (II)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 19 Insolvency Law no. 85/2006 – Main Provisions (II) Participants in the Insolvency Procedure  The Creditors’ Meeting  appoints the judicial administrator and sets its remuneration;  sets the Creditors’ Committee;  approves the reorganization plan.  C

  21. Slide 21: Insolvency Law no. 85/2006 – Main Provisions (III)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 20 Insolvency Law no. 85/2006 – Main Provisions (III) Proposal of a reorganization plan The reorganization plan may be proposed: (i) by the debtor (ii) by the judicial administrator or (iii) by the company’s creditors which hold together at least 20% of th

  22. Slide 22: Insolvency Law no. 85/2006 – Advantages / Disadvantages

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 21 Insolvency Law no. 85/2006 – Advantages / Disadvantages Advantages of the Insolvency Procedure • suspension of the judicial and extrajudicial proceedings to recover the receivables from the debtor or by selling its assets; • suspension of delay interest

  23. Slide 23: Hidroelectrica’s Insolvency – Impact

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 22 Hidroelectrica’s Insolvency – Impact Impact on the Company’s current projects • Delay of the Initial Public Offering scheduled for this year • Delay in the appointment of the professional management and independent Board Impact on Fondul Proprietatea •

  24. Slide 24: Hidroelectrica’s Insolvency – Impact

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 23 Hidroelectrica’s Insolvency – Impact Fund Manager’s View • Following the Bucharest Court’s decision that has a material effect on the Fund’s NAV (as reported on 18 June) the Fund Manager is faced with a new situation and intends to closely monitor the a

  25. Slide 25: Appendix

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

  26. Slide 26: Rationale for WSE Listing

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 25 Rationale for WSE Listing Executive summary  The WSE has developed into a major European Market cap and no. of listed companies Average daily value traded listing venue for some of the largest companies in 300 400 426 450 600 MCap at Dec 31. (lhs) 260

  27. Slide 27: Secondary Listing on the WSE – Introduction of the Consortium

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 26 Secondary Listing on the WSE – Introduction of the Consortium  Corporate and regulatory actions, approvals • Project management • Review of syndicate’s •WSE offering and trading  Advice on corporate governance • Transaction structure research  Drafti

  28. Slide 28: Secondary Listing on the WSE – Depositary Link (I)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 27 Secondary Listing on the WSE – Depositary Link (I) Current regulatory framework Current Current regulatory regulatory framework framework  The implementation of the Transaction requires the establishment of a link between the Romanian Central Depositar

  29. Slide 29: Secondary Listing on the WSE – Depositary Link (II)

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 28 Secondary Listing on the WSE – Depositary Link (II) Current Current status status of of discussions discussions regarding regarding depositary depositary link link between between the the RCD RCD and and the the NDS NDS  Discussions have taken place wi

  30. Slide 30: Case Study for Multiple Listing Locations - New World Resources

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 29 Case Study for Multiple Listing Locations and Impact on Liquidity - New World Resources Secondary listing adds new investors, while trading tends to naturally flow to home market Key Key transaction transaction data data and and liquidity liquidity anal

  31. Slide 31: Selected Precedents of CEE Companies with Multiple Listing Locations

    GENERAL SHAREHOLDERS MEETING – 27 JUNE 2012 30 Selected Precedents of CEE Companies with Multiple Listing Locations Secondary listings adds new investors, while trading tends to naturally flow to home market December 1997 IPO Vienna Stock Exchange July 1995 IPO on Prague Stock Exchange October 1994

  32. Slide 32: For further information please contact

    For further information please contact: investor.relations@fondulproprietatea.ro This material is intended solely for the recipient and should not be reproduced, copied or re-transmitted. Not intended for public use.

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