Fondul Proprietatea SA ($FP)

Ladies and gentlemen, thank you for standing by. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to Fondul Proprietatea First Quarter Results 2026 Conference Call. [Operator Instructions] I would now like to turn the conference over to Calin Metes, Portfolio Manager. Please go ahead.

Thank you very much. Good afternoon, and welcome, everyone, to our conference call to discuss the first quarter of 2026 results and the April 2, 2026 NAV development. Daniel Naftali, Portfolio Manager; Catalin Cadaru, Head of Financial Reporting, and I are pleased to host today's call. The first quarter 2026 results report can be found on the Fondul website in the Financial Results section and the presentation that we'll be discussing is available on our website, www.fondulproprietatea.ro in the Investor Relations call section. After the presentation, we'll have a 30-minute Q&A session. As a reminder, this conference call is being recorded, and the recording will be available on the Fund's website after the call. That being the agenda, I would like to start with Slide 2 of the presentation, where we highlight the key facts about the Fund. At the end of April, the Fund's NAV was RON 2.33 billion and the NAV per share reached RON 0.7911. On the right-hand side, you can see the evolution of the Fund's adjusted share price and discount since the Fund's listing in January 2011. As of yesterday's close, the Fund was trading at a discount of 27% for the shares. On Slide 3, we present the Fund's shareholder structure as of last -- as of April 2026, highlighting the changes versus January 2026. The date of the previous results conference call with an increase in Romanian legal entities holdings, partially offset by reductions in foreign legal entities and Romanian retail shareholders. On Slide 4, we show a summary of the NAV share price performance since 2011 and the evolution of the Fund's average annual discount on BVB. The NAV per share total return in Q1 2026 was slightly down 0.4%, while the total return for the local share was down 1.5%. For the first 4 months of 2026, the NAV per share total return was minus 0.4%, while the total return for the local shares was 1.1%. Moving to the next section on Slide 6. We showed the portfolio structure as of end of April, 89.2% in unlisted companies. We have 5% in listed equities and 5.8% in net cash and receivables. Net cash and receivables position as of April was $30 million. On Slide 7, we present the main portfolio companies, representing 91.1% of the Fund's NAV. On Slide 8, we present the first quarter figures for Bucharest Airports. On the financial side, we can see that operating revenues increased 14% compared to last year to over RON 370 million Operating results also reached RON 187 million from RON 155 million from last year. Traffic reached 3.8 million passengers in the first quarter which is 4% higher year-on-year, while revenue growth continues to outperform it. Profitability improved by double digits, supported by operating leverage. The budget for 2026 forecast growing revenues by almost 20%, as traffic is seen reaching 19.7 million passenger which is about 11% increase year-on-year versus the 2025 numbers. On the issue of the share capital increase, as you know, last year in 2025 on the eighth of July, we had the mix of transport approving the resolution to start the valuation process for the share capital increase, with the value of the lands at Baneasa Airport. We challenged the decision. And the next hearing for this will be on the 8th of October 2026. On the issue concerning the repurchase of the minority stake held by the Fund in Bucharest Airports beginning of this year, 9th of July 2026. The shareholders approved the intention to buy Fondul stake in the company by an 80% majority. This decision represents a potential liquidity event for Fondul Proprietatea, which the Fund Manager is treating with appropriate diligence, including by initiating the steps to select advisers specifically suited to such a process. According to the company's management, to Bucharest Airports management at the date of this report, the company has not yet engaged advisers on its side, but it intends to proceed with the selection process during the next period. On the operational side, on the new terminal project, we all know that given the capacity constraints of the current infrastructure at the [ Henri Coanda ]Airport, the building of the new terminal project is the most important midterm project. And the public tender for consultancy services, referring to design services for studies, concept, detailed designs and technical assistance for airport infrastructure was initiated by the company in April 2025. And we have already nine offers were submitted for this type of work by September 2025. As of today, the contract was not yet awarded, but we are closely following for any developments on this side. On the corporate governance front, the Board was appointed in July 2024 for 4 years mandate. We've challenged the legality of this appointments in court due to irregularities of the selection process and the outcomes and the next court hearing is scheduled for 28th of October 2026. On Slide 9, we showed the figures of the first quarter for constant support. On the financial side, operating revenues increased by 4% to RON 134 million Operating profit reached RON 36 million, which is down from RON 49 million in Q1 2025. Net income, RON 33.4 million, down 28% compared to last year. Traffic declined to 14.7 million tonnes in the first quarter, which is 10% lower year-on-year, mainly due to weaker volumes of cereals and oil products. Reported operating profitability dropped significantly, impacted by declining traffic volumes, while operating revenues are inflicted by pass-through items from the power supply business. Regarding the acquisition of Giurgiulesti port, as you know, the Ministry of Transport approved the purchase price and share purchase agreement for the acquisition of Giurgiulesti port on GSM held on the 11th of February 2026. Subsequently, we had another GSM on the 30th of March, which approved a share capital increase with preemptive rights. Subsequently, the acquisition of our Giurgiulesti port was closed in April 2026. We, as the Fund Manager of Fondul, we informed the market on the 15th of May 2026 that the Fund has exercised its preemption rights in the context of the cash capital increase approved by shareholders of Constanta Port. The Fund Manager exercises proactive right before the expiration of the subscription period ending on the 18th of May for the purpose of maintaining the Fund's existing shareholding percentage in Constanta Port. Nevertheless, the Fund manager has expressed the reserves has expressed reserves to the right to use all necessary legal means in accordance with applicable law in order to protect the funds legitimate interest in connection with this share capital increase. On the corporate governance front, the selection process for full mandates of the members of the Board was finalized. Board members in the company were appointed in January of this year for a 4 years mandate. While the selection process for the executive management, the CEO and CFO positions are still ongoing. Next, we move to Salrom on Slide 10 for the first quarter results. Operating revenues increased by 49% while operating profit was RON 69.5 million, up from RON 27.6 million in Q1 2025. Net income was also RON 60 million, which is a significant increase by 152% compared to the previous year. During -- if we discuss also the numbers in 2025 because we had also the this discussion yesterday at the shareholders' meeting, the results in 2025 were significantly impacted by the situation at the [ Salina Praid ], which affected both production and the visitor numbers. The financial impact of this exceptional event was partially offset by the recognition of state aid amounting to RON 76.5 million, which the company received in December 2025. As mentioned, already in the first quarter of this year, the results reflected a significant improvement with operating revenues up 50% and operating and net profit increasing by approximately 150%. The budget proposed by the company for this year for 2026, which is subject to shareholders' approval during the 15th of June GSM, reflects a conservative top line approach and lower reported profitability, driven by material nonrecurring expenditures of approximately RON 48 million on mainly comprising hydrological works at [ Praid ] and [ Slanic ], graphite and salt perimeter studies and mine development costs alongside compensatory payments related to personnel restructuring, which amount to approximately RON 7.3 million, which cover approximately 116 full-time employees. On the operational front, it's worth mentioning that Salrom announced the submission of the Graph Secure project under the call for projects launched by the European Commission's Innovation Fund, aiming to secure EUR 21.4 million grant for the development of the first industrial facility in the EU to apply [ HPSA ] technology, which is a technology that significantly reduces carbon footprint, water consumption and waste generation across the entire process for the extraction and primary processing of natural graphite at via defer which is located in [ Gorj ] County. The project builds on Salrom portfolio of initiatives previously submitted under the European Commission's Critical Raw Materials Act project calls covering graphite extraction, battery-grade processing and the circular realization of mining residues, which together form an integrated value chain. On the corporate governance front, the company currently has an interim Board member starting October of last year. Fondul Proprietatea has two members proposed in the Board of the company through cumulative voting. The selection process for full mandates of expert the requirements of the corporate governance legislation was approved and initiated during the GSM in January of this year. On Slide 11, we show key financials for the Fund's largest holdings, including the 2025 figures, approved or pending shareholders' approval. Moving on to the corporate action sections. I would like to invite my colleague, Daniel, to comment.

Thank you, Calin. So on Slide 13, we outlined the funds distribution since we started managing the Fund. The 2025 amounts are based on the buyback executed, the finalized tender offer, the dividend distributions approved by the shareholders in April 2025 annual GSM and the 29th of September 2025 GSM as well as the number of paid treasury shares up to end of December '25. Total distribution made since 2010, including the amounts for 2025 reached RON 29.2 billion. On Slide 14, we outlined the latest updates on the Fund's buyback program. The 16th buyback program was finalized in December 2025, and the cancellation of the shares repurchased last year was not submitted to shareholders' approval during the 2029 annual GSM since it was linked to point one of the AGM agenda, which did not meet the required 60% forum at either the first or second convening. In addition, during the February 26, 2026 GSM, the Director proposed the implementation -- proposed the approval of buyback program, #17, for a maximum number of approximately 295 million shares to be implemented during 2026. However, the proposal did not receive the approval of the shareholders. On Slide 15, we include details on the Fund's annual net dividends and dividend payout ratios for the largest portfolio companies at the end of April based on the figures submitted for shareholders' approval or approved by shareholders. The total amount for top holdings is approximately 153.8 million for the dividends approved by shareholders or submitted for their approval in 2026 out of 2025 profit. On the following slide, we show a summary of total dividend income received from the portfolio companies. Total dividends approved regular and special received in 2025 amount to RON 156.6 million. On Slide 17, we include the financial calendar for Fondul Proprietatea. Also on the following slides, we present the resolutions of the annual GSM held these days at the end of May. From the -- on the AGM agenda on Slide 16, I want to just highlight the key resolution and I would like to highlight the approval of the amendment of Article 10 of the [ constitute event ] of the company, new items added on the agenda at the request of the shareholder Lion Capital. The April 27 and the improvement of amendment of Article 25 of the constitutive act of the company, new items added on the agenda, with regards to the shareholder Lion Capital. On the AGM agenda, Slide 19 and 20, going through to the resolution. We can highlight the approval of the operating rules of the Board of nominees and the operating rules for the Audit and Valuation Committee we recall that it was a shareholder decision approved in November last year for the Board to put forward the rules up to shareholders vote. We also note the approval of the annual activity report of the Sole Director of Fondul Proprietatea for the financial year 2025 as well including the financial statements for the year 2025. The approval of the remuneration report the approval of the remuneration policy for Fondul Proprietatea applicable to the mandate of the Fund manager started April 2026. The approval to cover the negative reserves in total amount of approximately RON 38.4 million incurred in 2025 financial year derived from the cancellation of treasury shares acquired within the 15th buyback program using the dedicated reserve set up for this purpose of RON 38.4 million. Also, the shareholders approved the allocation of the entire 2025 audit profit, retained earnings available for future use in accordance with the supporting materials. The approval of the 2026 budget of Fondul Proprietatea as well as the appointment for a period of 3 years of Mr. John Walsh as member of the BON of Fondul Proprietatea. The Fund's financial results for the period are presented on the next slide, and I would like to invite my colleague, Catalin Cadaru, Head of Financial Reporting to comment.

Thank you, Daniel. On the first slide, the statement of financial position, we can see the situation at the end of the first quarter. The liquid assets of the Fund at the end of the first quarter included current accounts and deposits with banks and government bonds, and there were no significant inflows or outflows during the reporting period. Also, there are no significant changes in the fair value of the equity portfolio the changes in the period, mainly relating to the listed company, Alro. At the end of the first quarter, the payable to shareholders caption includes the dividends payable to shareholders, out of which the most significant amount relates to the September 2023 distribution. I would like to note that the total assets of the Fund further decreased during April 2026 by approximately RON 150 million, 6% decrease. As a result of the cash paid to shareholders from the distribution bank accounts in relation to the ongoing distribution payments performed to the central depository and the paying agent. Corresponding decrease in the liabilities to shareholders also occurred with no impact on the total NAV or the NAV per share of the Fund. Moving to the next slide. The Fund registered an unaudited loss of RON 10.9 million in the first quarter, driven mainly by operational expenses and fair value losses arising on the listed holding mentioned earlier. The administration fee includes only the base fee as no distributions to shareholders occurred during the first quarter. The increase in the base fee compared to the first quarter of 2025, is the result of the increase in the share price of Fondul. The interest income in the first quarter arose on the short-term deposit government bonds and the distribution bank accounts.

Thank you, Catalin. At this point, I would like to open it up for your questions.

[Operator Instructions]

We got the first questions. How do you comment the resolution of the GSM not to pay the dividend for the first time in the history of Fondul Proprietatea. Thank you for the question. As you know, on the -- basically, first of all, I want to make a wider comment. So on the agenda of the GSM, there were to alternative points, 0.8, 0.1, which actually was adopted, was proposed by the Fund Manager at the time of calling the GSM which actually at that point that the proposal basically to keep the net profit allocated as reserves for proposal to shareholders and for alternative use, was taken in the context that at the time of calling the GSM, we didn't have visibility about the portfolio of companies having proposed their own portfolio or their own dividend. So we have to bear in mind that currently, the Fund is much smaller than it used to be and also the sources of dividends come from a handful of companies. So in a way the liquidity risk is much more pronounced. And of course, Alro is the only relatively liquid asset in the portfolio. So as we communicated very transparently our line of reasoning, for actually, as manager, not proposing a dividend at the time of calling the annual. Of course, in the meantime, a group of shareholders holding more than 5% proposed an alternative point of dividend. In that context, we have Fund manager. We have presented to shareholders or subsequent documents, including Giurgiulesti ports and voting recommendation, the exact picture of the cash position of the Fund, namely that at the end of May after having contributed to the share capital of Constanta Port, our cash position was approximately RON 80 million. So in a way, it was below the proposed dividend of proposed by the group of shareholders, which was around RON 120 million. Of course, we had greater visibility on the dividends proposed by portfolio company. As you know, both Constanta, both Bucharest Airport and Salrom had approved during May their dividend. However, as you know, we also presented in a clear way that we -- according to the law, the company would pay this dividend until the end of July. So we presented a clear picture to shareholders as to how the cash position almost in real time. I mean for us, it's difficult to comment what the shareholders and various group of shareholders about it. Of course, a statutory decision was taken. And of course, as a Fund Manager, we are operating based on the existing management agreement and the investment policy statements. And of course, going forward, we will be continuing to discuss with the Board and shareholders. And we -- our thinking is subject to -- of course, to information that will become available, we are thinking of proposing a dividend in consultation, of course, with the Board to the shareholders on the next GSM. As you know, also in the supporting material that was available to shareholders for 8.1 proposal, we also made a theoretical computation of the potential dividend, reflecting the investment policy statement. So from our side, subject to whatever the concrete situation that may occur in the next month, respectively, the most unknown could be related to Bucharest airports, any evolution that we see there, we are thinking and we are considering proposing a dividend to shareholders. So yes, I hope this answers your questions.

Yes. And I think this is also -- this also touches on another question that on three there that we see on the dividend that we received from portfolio company 2026 is RON 150 million and what do you plan to do with this money. So I think Daniel already covered that as well. Then another question was dividends are being paid this year. Again, this was just answered by the Daniel, that we plan on proposing a dividend after, of course, discussing this in the Board as well. Based on Q1 results from portfolio companies, can we expect a significant decrease in appraisal value in 2026 and dividend paid in 2027. Of course, the valuation process is something that we do regularly, as you know, for the big companies 2 times per year. So -- this is done together with the external valuator. So the new numbers or the new evolution in the company's operating performance will be reflected in the valuation it's difficult and it's impossible to say right now how this will look like and if the dividends will be more or less in the future. Another question we have is -- what is the CapEx estimate for the new terminal of the airport. This is something that the company has not yet made public. As mentioned during the presentation, they are in a quite preliminary phase of hiring technical advisers for this project. There were a lot -- there are numbers thrown in the media, let's say, in the past, like EUR 1 billion, EUR 1.5 billion. So we had, let's say, some guidance, but it's nothing that we can fundament these numbers on a specific recent studies, which are actually going to be put in effect. So it's -- we don't have these numbers currently, but just some very rough guidance that we know from the past. Now that FP -- another question is now that FP can issue bonds and take financial debt to finance its own activities, how much liquidity do you need? Well, that's -- okay, I mean, the liquidity -- I mean, we have enough liquidity for what we want to -- for managing the Fund. The -- I think that the way it was explained by -- also by the shareholders who proposed this idea of the Fund being able to issue bonds. Yesterday, at the shareholders' meeting, the idea of the shareholders proposed this as explained by them was that it was -- he wants to give the Fund the flexibility to be able to tap more capital and more liquidity if the need may arise. In case, for instance, if there is a need for a very -- for a share capital increase at Bucharest Airports, for example, and there is a need for a big inflow. And in order for the Fund to be diluted, we would need to resort to issuing bonds. That was basically the way it was presented by the shareholder who at this point of the agenda, which was substantively followed. From our perspective, I think this just gives the Fund Manager more flexibility in terms of managing the funds. So we will also supported this point on the agenda being approved. Another question we have is, is it true that foreign private equity companies preparing to take over a bid for Fondul? I mean this is something that we cannot comment as we are not involved in the actual selection process of the Fund Manager. This is something which the Board of nominees is handling this process. And as of today, we -- all this information that we have related to the selection process, it is what it's already made public to everyone. So we don't have any extra information on this front. Based on the Q1 results, what is your expectation for NAV at the end of this year? I mean it's not something that we can give -- we don't know, to be honest. I mean, there's a reality. We don't know what the future might bring. But even if we knew we could not give this type of information because this is a set of information, and we are legally prohibited from giving this type of forecast.

Yes. Well, maybe we can comment here since the top companies proposed dividends, and we now have the full year results of the portfolio companies that we have the budget, and we are in the process of reviewing the fair value in our NAV. So of course, it's on ongoing process. The focus definitely is on the largest company in the portfolio that this is on ongoing work, so we can't provide any information ahead of the market, definitely.

Another question is what are you planning to do regarding the material increase in discount to NAV well, we have -- as you know, we have the discount control mechanism in place, which we are as a Fund Manager based on the agreement that we have, we are -- we have to implement. We had in February of this year, proposed to have a share buyback program in place, which was not approved by shareholders. For -- as mentioned by Daniel, in the beginning for the remainder of this year, once we have the clarity on the approval of the dividends from the company and we have this cash in, we proposed we plan to have a proposal of dividends after, of course, consultation and discussions with the Board of nominees as well. So that's basically how we plan to tackle this. What is the probability of 20% share in airport to be sold this year?

I mean I think we have already covered this -- the presentation. So basically, we have been engaged quite proactively both with the Ministry of Transport and with the company management, we have tried to gauge exactly where they are. Basically, what we understand from them is that they haven't yet engaged advisers on their side, but they are in the process of doing so. Of course, on our side, we are also preparing to be well prepared if discussions go ahead. Of course, it's hard to say it's a probability, things like this rather take time, especially with state-owned company. If there are discussions, we see more like a process rather than something imminent. I see another question, but I think it's also turning around the dividend now that you know how many dividends you will receive the Fund Manager proposal dividend payment and what amount will propose. So first of all, we have to catch this, of course, according to the latest GSM, I think, as you know, it would be September -- with September GSM, the latest, we would propose the opportunity to for the Fund Manager to propose the dividend. So I don't see any more questions. So thank you again for your time today. And of course, for any additional questions, please do not hesitate to contact us. As always, we are happy to engage with our shareholders and investors.

Ladies and gentlemen, this does conclude today's conference call. Thank you for your participation, and you may now disconnect.