Fondul Proprietatea

AGM Information • Sep 29, 2021

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To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report according to Article 234 para. (1) letter d) and e) of the Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, as well as the provisions of Article 99 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments

Important events to be reported:

Shareholders' resolutions (full text) approved by the Extraordinary and Ordinary General Shareholders' Meetings of Fondul Proprietatea SA held on 29 September 2021

Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea / the Company / the Fund"), hereby publishes the Shareholders resolutions (full text) approved by the Extraordinary and Ordinary General Meeting of Shareholders of Fondul Proprietatea on 29 September 2021.

Franklin Templeton International Services S.À R.L. in its capacity of alternative investment fund manager and sole director of FONDUL PROPRIETATEA S.A.

Johan MEYER Permanent Representative

Report date: 29 September 2021

Name of the issuing entity: Fondul Proprietatea S.A.

Registered office: 766-80 Buzesti Street 7 th floor, district 1, Bucharest, 011017

Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631

Email: office@fondulproprietatea.ro

Internet: www.fondulproprietatea.ro

Sole Registration Code with the Trade Register Office: 18253260

Order number in the Trade Register: J40/21901/2005

Subscribed share capital: RON 3,749,282,292.08

Paid-up share capital: RON 3,560,099,870.08

Number of shares in issue: 7,210,158,254

Number of paid shares: 6,846,345,904

Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange

Resolution no. 4 / 29 September 2021 of the Shareholders' Extraordinary General Meeting of FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260

Today, 29 September 2021, 1:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of Franklin Templeton International Services S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager under article 5 of the Luxembourg law of 12 July 2013 on alternative investment fund managers, authorized by the Commission de Surveillance du Secteur Financier under no. A00000154/21 November 2013, whose registered office is located at 8a, rue Albert Borschette, L-1246 Luxembourg, registered with the Luxembourg register of commerce and companies under number B36.979, registered with the Romanian Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March 2016, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").

Whereas:

• The convening notice of the EGM was published on the Fund's website (www.fondulproprietatea.ro) on 17 August 2021, in the Official Gazette of Romania, Part IV, number 3429 of 19 August 2021 and in "Adevărul" newspaper number 8586 of 19 August 2021;
• The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
• The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
• The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
• The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts;
• The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Issuers' Law);
• The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations (Regulation no. 5/2018);
• The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation (Law no. 243/2019);
• The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds (Regulation no. 7/2020);

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▪ The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

it is necessary to have a number of shareholders holding 25% of the total voting shares in order to meet the quorum conditions, in the present EGMS, manifesting their vote 56 of shareholders, which represents a number of 3,447,558,792 voting rights (i.e. 58.4414% of the total voting rights at the reference date 9 September 2021, i.e. 5,899,167,899; i.e. 47.8152% of the total number of shares in issue at the reference date 9 September 2021, i.e. 7,210,158,254),

there are met the quorum for holding this meeting and the majority for shareholders to decide legally, under the legally required majority (according to art. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I paragrapgh (3) letter (a) of the Fund's Constitutive Act).

Following debates, the Fund's shareholders decide as follows.

I. The approval of the amendment of the authorization to buy-back shares of Fondul Proprietatea, global depositary receipts or depositary interests corresponding to shares of Fondul Proprietatea that the shareholders granted to the Sole Director through Resolution no. 5 of 13 November 2020 of the Shareholders' Extraordinary General Meeting, and which is ongoing during 2021, as follows:

"The buy-back shall be performed at a price that cannot be lower than RON 0.2 / share or higher than RON 2.5 / share."

All other aspects of the buy-back programme as approved by shareholders through Resolution no. 5 of 13 November 2020 of the Shareholders' Extraordinary General Meeting remain unchanged.

This amendment will only be effective after this resolution is published in the Official Gazette of Romania, Part IV.

This item is adopted with 2,753,827,875 votes, representing 79.8776% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

• 2,753,827,875 votes, representing 79.8776% of the total votes held by the present or represented shareholders;
• 686,272,646 votes "against";
• 7,458,271 abstentions;
• no not expressed;
• 618,306 votes "not given".
• II. The approval of:
  • (a)The date of 28 October 2021 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

The date of 29 October 2021 as the Registration Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 87 paragraph (1) of Issuers' Law.

As they are not applicable to this EGM, the shareholders do not decide on the other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018 such as date of the guaranteed participation and the payment date.

(b) The empowerment, with authority to be substituted, of Johan Meyer to sign the shareholders' resolutions and the amended, renumbered and restated form of the Constitutive Act, if the case may be, as well as any other documents in connection therewith, and to carry out all procedures and formalities set out by law for the purpose of implementing the shareholders' resolutions, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.

This item is adopted with 3,447,558,792 votes, representing 100% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

• 3,447,558,792 votes, representing 100% of the total votes held by the present or represented shareholders;
• no votes "against";
• no abstentions;
• no not expressed;

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• 618,306 votes "not given".

This EGM decision no. 4 is drafted on behalf of the shareholders today, 29 September 2021, in 3 original counterparts by:

Johan MEYER Chairman

Ionuț IOANCĂ Meeting secretary

Valeria NISTOR Technical secretary

Resolution no. 12 / 29 September 2021 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260

Today, 29 September 2021, 2:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of Franklin Templeton International Services S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager under article 5 of the Luxembourg law of 12 July 2013 on alternative investment fund managers, authorized by the Commission de Surveillance du Secteur Financier under no. A00000154/21 November 2013, whose registered office is located at 8a, rue Albert Borschette, L-1246 Luxembourg, registered with the Luxembourg register of commerce and companies under number B36.979, registered with the Romanian Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March 2016, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").

Whereas:

• The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 17 August 2021, in the Official Gazette of Romania, Part IV, number 3429 of 19 August 2021 and in "Adevărul" newspaper number 8586 of 19 August 2021;
• The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
• The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
• The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
• The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts;
• The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Issuers' Law);
• The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations (Regulation no. 5/2018);
• The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation (Law no. 243/2019);
• The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds (Regulation no. 7/2020);

________________________________________________________________________________________________________

▪ The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

it is necessary to have a number of shareholders holding 25% of the total voting shares in order to meet the quorum conditions, in the present OGMS, manifesting their vote 56 of shareholders, which represents a number of 3,447,558,792 voting rights (i.e. 58.4414% of the total voting rights at the reference date 9 September 2021, i.e. 5,899,167,899; i.e. 47.8152% of the total number of shares in issue at the reference date 9 September 2021, i.e. 7,210,158,254),

there are met the quorum for holding this meeting and the majority for shareholders to decide legally, under the legally required majority (according to art. 112 paragraph (1) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Fund's Constitutive Act).

Following debates, the Fund's shareholders decide as follows.

• I. According to Article 19 paragraph (3) of the Constitutive Act of Fondul Proprietatea, the approval of the renewal of the mandate of Franklin Templeton International Services S.à r.l., a société à responsabilité limitée, whose registered office is located at 8A rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 36.979, as the sole director of Fondul Proprietatea that acts also as the alternative investment fund manager of Fondul Proprietatea, for a duration of two (2) years starting with 1 April 2022 ("New Mandate"), as detailed below. The renewal of the mandate of Franklin Templeton International Services S.à r.l. abovementioned is conditional upon Franklin Templeton International Services S.à r.l. and Fondul Proprietatea executing a management agreement covering the New Mandate before 1 April 2022. The list containing the data regarding Franklin Templeton International Services S.à r.l. (including the name, headquarters, licence, the evidence of registration with Trade Registry, the proof of registration with the public register of FSA) is published on the webpage of the Company and is available at its headquarters for the shareholders' information. The Board of Nominees is empowered to negotiate the draft of the management agreement before the convening of the shareholders meeting for approving the new management agreement, based on the following key commercial elements:
  • Base fee / year 0.45%
  • Distribution fee 2.50% applied to the value of the distributions during 1 April 2022 31 March 2023 and 1.75% applied to the value of the distributions during 1 April 2023 – 31 March 2024
  • The mandate continuation vote will take place in April 2022, and there will not be a mandate continuation vote in April 2023 as there will be a negotiation for a new mandate during the same year.

This item is adopted by secret vote with 2,247,410,146 votes, representing 65.1885% of the validly casted votes, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990. The casted votes were recorded as follows: 2,247,410,146 votes "for" and 552,911,150 votes "against". There were also registered: 647,237,496 abstains, 618,306 annuled votes and no votes "not given".

• II. The approval of:
  • (a) The date of 28 October 2021 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

The date of 29 October 2021 as the Registration Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 87 paragraph (1) of Issuers' Law. As they are not applicable to this OGM, the shareholders do not decide on the other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018 such as date of the guaranteed participation and the payment date.

(b) The empowerment, with authority to be substituted, of Johan Meyer to sign the shareholders' resolutions, as well as any other documents in connection therewith, and to carry out all procedures and formalities set out by law for the purpose of implementing the shareholders' resolution, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.

This item is adopted with 3,447,558,792 votes, representing 100% of the validly casted votes, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990. The casted votes were recorded as follows: 3,447,558,792 votes "for" and 618,306 annuled votes. There were not registered votes "against", abstains nor votes "not given".

This OGM decision no. 12 is drafted on behalf of the shareholders today, 29 September 2021, in 3 original counterparts by:

Johan MEYER Chairman

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Ionuț IOANCĂ Meeting secretary

Valeria NISTOR Technical secretary