Friday evening, Fondul Proprietatea (FP) retorted in a report sent to the Bucharest Stock Exchange, arguing it was neither informed nor consulted in advance about the approach of the majority shareholder – the Ministry of Transport, which owns 80% in CNAB.
“The manager of Fondul Proprietatea wishes to inform the Fund’s shareholders that it was not consulted by CNAB about a potential transaction with the share package held by the Fund in CNAB.
The Fund’s manager, Franklin Templeton, reminded shareholders that any transaction targeting assets of the Fund whose value exceeds, individually or cumulatively, over the period of a financial year, 20% of the total fixed assets of Fondul Proprietatea SA, is subject to the approval of the Fund’s Extraordinary General Meeting of Shareholders, in accordance with the provisions of the Articles of Association and the valid legislation.”
According to the convening notice published by CNAB, the shareholders are called to approve “the proposals regarding the offer to acquire the share package held by Fondul Proprietatea in Compania Nationala Aeroporturi Bucuresti SA”, according to Internal Note no. DF/1249/17.11.2025. This represents the procedural basis through which the Ministry of Transport — majority shareholder — can move towards the completion of the transaction.
The ministry’s decision comes shortly after Fondul Proprietatea accused the Ministry of Transport of hindering the listing of CNAB on the Bucharest Stock Exchange considering that the ministry had rejected Fondul Proprietatea’s proposal to set off procedures for the listing of CNAB.
The acquisition of the Fund’s stake would effectively bring the company back under 100% public control, in the context of the state repeatedly stating its aim to “strengthen strategic holdings” in transport infrastructure.
Compania Nationala Aeroporturi Bucuresti SA, which operates Otopeni and Baneasa airports, recorded a profit of over RON600 million in 2024, and a turnover of RON1.8 billion. For 2025, it targets a profit of over RON500 million.
The majority shareholder (80%) is the Romanian state, through the Ministry of Transport. Fondul Proprietatea holds 20% of the shares. In 2024, the company recorded air traffic of 16 million passengers and 134,700 landings and take-offs at Bucharest Henri Coanda International Airport and Bucharest-Băneasa Aurel Vlaicu International Airport.
Fondul Proprietatea Accuses Transport Ministry Over Airport Listing
Franklin Templeton International Services S.À R.L., Bucharest Branch, acting as Sole Administrator and Alternative Investment Fund Manager (AFIA) of Fondul Proprietatea SA (“the Fund”), expressed yesterday “its profound disappointment following the recent General Shareholders Meetings of Bucharest Airports National Company (CNAB), where all additional items proposed by Fondul Proprietatea were rejected by the majority shareholder, the Ministry of Transport and Infrastructure”. These items were added by Fondul Proprietatea on the agenda of the General Meetings of Shareholders which took place on 27.11.2025 and 02.12.2025.
Daniel Naftali, Portfolio Manager of Fondul Proprietatea, stated: “We are deeply disappointed by the outcome of the General Shareholders Meetings. The Ministry of Transport and Infrastructure’s refusal to support any of the Fund’s proposals demonstrates a lack of commitment to upholding corporate governance standards at CNAB. These decisions not only hinder the company’s ability to achieve its full potential but also delay much-needed infrastructure investments for Romania, including a much-awaited listing of CNAB on the Bucharest stock exchange.”
Fondul Proprietatea’s proposals, aimed at facilitating CNAB’s listing on the Bucharest Stock Exchange and improving corporate governance, included:
Resumption of the selection process for the financial auditor: The Fund advocated for restarting the selection process to appoint a financial auditor with recognized expertise in capital market transactions. This step is essential for a successful listing, and failure to proceed will likely result in significant delays and increased costs for a potential listing of CNAB.
Transparency in internal decision-making: The Fund opposed amendments to the CNAB Articles of Association that would reduce the notice period to only 48 hours for board meetings and allow majority board members to decide on new points on the agenda without the prior approval of all board members. These changes undermine board oversight obligations, and it seems that the negative pattern is replicated in other companies under the Ministry of Transports. The Fund is also concerned of similar initiatives in other companies under the Ministry of Transport and Infrastructure where the Fund is minority shareholder such as Timisoara Airport.
Fair remuneration for CNAB management: Fondul Proprietatea proposed setting the gross fixed monthly remuneration for administrators at 19,885 lei gross/month/ member, reflecting industry benchmarks and company size. This proposal was rejected by the Ministry of Transports, and the approved remuneration of 46,560 lei gross/month/member remains highly disproportionate compared to other airport boards in Romania.
“The rejection of these proposals, particularly the failure to resume the financial auditor selection process, will make the listing of CNAB on the Bucharest Stock Exchange more cumbersome and sends a negative message to both Romanian and international investors. about Romania’s commitment to corporate governance and development through the local capital market. Fondul Proprietatea remains committed to advocating for transparency, accountability, and fair practices at CNAB, and calls on the Ministry of Transport and Infrastructure to reconsider its position in the interest of the company’s long-term success and the development of Romania’s airport infrastructure,” FP said in a press statement.