September 1 2025 17:45
Barlad Value Centre, Romania
MALTA
The mission by a group of shareholders to shake up the board of JSE-listed Romania focussed landlord MAS Real Estate ended in an anticlimax last Wednesday, as almost all resolutions voted on at an extraordinary general meeting failed to pass.
Despite some shareholders pushing for greater board accountability and transparency, only one resolution was passed at the meeting held in Malta, where MAS is domiciled, and online on Wednesday August 27.
This comes after Prime Kapital closed its voluntary offer for MAS, picking up just over 100-million shares. The move lifted Prime Kapital’s stake to 36.32%, ahead of the meeting.
MAS holds 40% in a development joint venture (DJV) with Prime Kapital, which owns 60%. The partnership has driven MAS’s growth in Central and Eastern Europe but is now facing criticism from shareholders worried about its structure and governance. There are concerns that directors are conflicted and that management at Prime Kapital was overly rewarded with development margin fees.
The DJV was criticised years ago but the spotlight on it intensified after JSE-listed mall owner Hyprop Investments pulled out of its takeover bid for MAS, blaming the company’s refusal to grant full access to the DJV agreement.
At Wednesday’s meeting several resolutions including proposals to remove directors and establish a shareholder-facing board committee did not get over the line.
Before the meeting MAS already announced that it would withdraw four of the most contentious resolutions including the proposed appointment of independent nonexecutive directors, leaving many shareholders questioning the point of the meeting.
Only the ordinary resolution that sought to confirm the appointment of Bogdan Oslobeanu as a director of the group was approved.
Attempts to remove directors Mihail Vasilescu and Dan Pascariu failed, with close to 63% of shareholders voting to keep them.
SA-based minority shareholders had wanted to replace these two directors with the following people: former Resilient Reit CEO and founder, Des de Beer, businessman and former NEPI Rockcastle chairman Robert Emslie, banker Sundeep Naran, and former CEO of Lighthouse Properties, Stephen Delport.
The minorities included nine shareholders who held more than 15% of MAS, including Sesfikile Capital, Ninety One, Meago, the Eskom Pension and Provident Fund, M and G Investment Managers, Catalyst Fund Managers, Stanlib Investment Managers, Mazi Capital and Momentum Investments Management.
alistair@propertyflash.co.za
