A listing of CNAB could provide financing for the construction of a new terminal at Henri Coanda International Airport, which Romania urgently needs. According to the Fund’s estimates, CNAB could obtain over EUR500 million following an initial public offering with the issuance of new shares, while the Romanian State would remain the majority shareholder.
“FP supports the need for CNAB to be listed on the stock exchange in the near future. Listing the company on the local capital market would mark an important step in achieving its full potential, by increasing operational efficiency, improving corporate governance and public accountability, as well as facilitating access to new sources of financing,” said Daniel Naftali, Portfolio Manager of FP.
To achieve this goal, FP emphasizes the need to strengthen CNAB’s corporate governance and prepare preliminary steps, such as contracting a financial auditor with prior experience in capital market transactions. The Fund has identified proposals including adding items to upcoming General Shareholders’ Meeting agendas and communicating concerns regarding certain amendments to the Articles of Association.
“We are deeply concerned about the attempts to limit or even the lack of adequate implementation of corporate governance at CNAB. In order to achieve the company’s listing on the BVB, it is vital to urgently and significantly improve corporate governance, as well as to prepare immediate preliminary steps, such as hiring a financial auditor with prior experience on the capital market,” said Calin Metes, Portfolio Manager of FP.
To this end, the Fund has identified and formulated a series of proposals, including adding additional items to the Agenda of the General Shareholders’ Meetings convened in the coming weeks and communicating its concerns regarding certain amendments to the Articles of Association:
“- Resumption of the selection process of the financial auditor: The Fund supplemented the agenda of the AGM of 27.11.2025 with an item regarding the resumption of the selection process of the financial auditor, including for contracting other services necessary in connection with a possible listing on the Bucharest Stock Exchange. Given the complexity of CNAB’s activity and its development plans, Fondul Proprietatea considers it essential that CNAB’s financial auditor has adequate recognition on the financial markets and relevant experience in listing processes. The appointment of an auditor who does not meet these standards will create significant difficulties and delays in the conduct of a possible listing, if shareholders make a decision in this regard, and would generate additional costs for the company in subsequent stages.
– Transparency of the internal decision-making process: Fondul Proprietatea vehemently protests against attempts to limit the capacity of the board of directors to exercise its normal supervisory and permanent control duties over the executive management. Thus, the Fund requested the majority shareholder to reject a proposal to amend the CNAB articles of association, on the agenda of the General Shareholders’ Meeting (GSM) of 27.11.2025, by which the term for convening board meetings is reduced from 7 days to just 48 hours, and the members of the board of directors, who hold the majority, could supplement the agenda of these meetings at their discretion, without informing or agreeing with the minority members. We believe that such a provision would seriously affect the supervisory capacity of the current board of directors, as well as the rights of the minority shareholder Fondul Proprietatea.
– Fair remuneration of CNAB management members: Fondul Proprietatea proposes at the CNAB Ordinary General Shareholders’ Meeting of 2.12.2025 to reduce the gross fixed monthly remuneration of administrators to 19,885 lei gross/month/member. The establishment of this value took into account the reaching a balance between the size of the company, the responsibilities of non-executive directors and the level of average remuneration in the main airports in the country. The Fund voted AGAINST the increase in the compensation of the members of the Board of Directors to 69,840 lei gross/month/member, approved on 26.05.2025, and will vote against the proposal to reduce this remuneration to only 46,560 lei, submitted by the board of directors for inclusion in the average of 2 average gross remunerations according to the company’s CAEN classification.
-Transparency of the selection processes for the company’s executive management: The Fund has constantly campaigned for transparency, professionalism and compliance with independence criteria in the selection processes of the management bodies of State-owned companies. In this regard, Fondul Proprietatea has constantly communicated both with the majority shareholder of CNAB and with the public regarding various issues raised. The Fund has resorted to court actions in this regard, which are ongoing and publicly communicated within the Fund’s periodic reports.
“We are deeply concerned about the attempts to limit or even the lack of adequate implementation of corporate governance at the Bucharest Airports National Company (CNAB). In order to achieve the company’s listing on the BVB, it is vital to urgently and significantly improve corporate governance, as well as to prepare immediate preliminary steps, such as hiring a financial auditor with prior experience on the capital market,” stated Calin Metes, Portfolio Manager of Fondul Proprietatea.
In conclusion, Fondul Proprietatea actively supports the steps regarding a possible listing of CNAB and hopes for support from the Ministry of Transport and Infrastructure to fulfill the first steps towards achieving this goal, which are included on the agenda of the General Meetings of Shareholders on 27.11.2025 and 02.12.2025. Given the company’s profile and its importance for the country’s infrastructure, we believe that the improvement and transparency of corporate governance brought about by a possible listing would represent a turning point for the development of CNAB,” the Fund said in its report sent to the Bucharest Stock Exchange.
CNAB is a state-owned entity that manages Bucharest’s two main airports: Henri Coanda International Airport and Aurel Vlaicu International Airport. Established in 2010, the company’s responsibilities include coordinating the development and modernization of the airports, managing traffic, and ensuring operational readiness.