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Fondul Proprietatea

Share Issue/Capital Change Oct 25, 2021

2288_bfr_2021-10-25_56ffe064-c2b5-41b9-86a4-3e6ce17b7151.pdf

Share Issue/Capital Change

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To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report according to Article 234 para. (1) letter k) 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 s) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments.

Important events to be reported:

Registration with the Trade Registry of the decrease of the subscribed share capital following the cancellation of 797,961,287 treasury shares

Franklin Templeton International Services S.À R.L., in its capacity of alternative investment fund manager of Fondul Proprietatea S.A. ("the Fund"), would like to inform investors that the Bucharest Trade Registry registered as of 25 October 2021 the Resolution no. 3 / 28 April 2021 of the Fund's Extraordinary General Shareholders' Meeting which approved the decrease of the subscribed registered share capital from RON 3,749,282,292.08 to RON 3,334,342,422.84 pursuant to the cancellation of 797,961,287 own shares acquired by Fondul Proprietatea during 2020.

The decrease was endorsed by the Financial Supervisory Authority through Endorsement no. 344/11 October 2021, and the amendment of the Constitutive Act was endorsed by the Financial Supervisory Authority through Endorsement no. 343/11 October 2021, both enclosed herein for reference.

Consequently, as of today, the new value of the Fund's subscribed share capital is RON 3,334,342,422.84 (divided into 6,412,196,967 shares with a nominal value of RON 0.52/share), while the value of the paid-up share capital is RON 3,145,160,000.84 (divided into 6,048,384,617 shares with the same par value as above-mentioned). As a reminder, the difference between the subscribed and paid-up share capital derives from unpaid subscriptions owed by the Romanian State represented by the Ministry of Public Finance in amount of RON 189,182,422.00 (i.e. 363,812,350 shares with the same par value as above-mentioned).

The updated Constitutive Act can be also found on the Fund's webpage at: https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/corporategovernance/Constitutive%20Act\_25%20Oct%2021.pdf

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

Johan MEYER Permanent Representative Report date: 25 October 2021

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

Registered office: 76-80 Buzesti Street 7 th floor, district 1, Bucharest, 011017

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

Email: [email protected]

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 3,334,342,422.84

Paid-up share capital: RON 3,145,160,000.84

Number of shares in issue: 6,412,196,967

Number of paid shares: 6,048,384,617

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

GDRs on London Stock Exchange

Financial Supervisory Authority

ENDORSEMENT NO. 344/11.10.2021

Pursuant to the provisions of Article 2 para. (1) letters a) and d), Article 3 para. (1) letter a), Article 6 para. (1) and (3), Article 7 para. (2), Article 14 and Article 27 of Government Emergency Ordinance no. 93/2012 on the establishment, organization and operation of the Financial Supervisory Authority, approved as amended and supplemented by Law no. 113/2013, as further amended and supplemented,

In consideration of the provisions of Article 72 para. (4) letter c) of FSA Regulation no. 7/2020 on the authorization and operation of alternative investment funds, as further amended and supplemented,

In consideration of the provisions of Article 14 para. (1) letter c) of Regulation no. 4/2010 on the registration with the National Securities Commission and the operation of Societatea Comercială "Fondul Proprietatea" S.A., as well as the trading of the shares issued thereby, as further amended and supplemented,

In consideration of the request of Franklin Templeton International S.a.r.l.'s as sole director of Fondul Proprietatea S.A registered by the F.S.A. under no. RG/22597/26.07.2021, completed by letters no. RG/25464/16.08.2021 and no. RG/27283/02.09.2021,

Based on the Note of the General Direction - Financial Instruments and Investments Sector and of the decision of the Board of F.S.A. taken in the 06.10.2021 meeting,

The Financial Supervisory Authority issues the following

ENDORSEMENT

Article 1. The decrease of Fondul Proprietatea S.A.'s share capital from RON 3,749,282,292.08 to RON 3,334,342,422.84, in compliance with EGMS Resolution no. 3/28.04.2021, is endorsed.

Article 2. Fondul Proprietatea S.A. has the obligation to submit to the Financial Supervisory Authority a copy of the proof of registration with the National Trade Registry Office within 5 days as of the registration of the amendments described at Article 1, but no later than 90 days as of the endorsement date issued by the F.S.A.

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Article 3. This Endorsement no. 344/11.10.2021 becomes effective as of its delivery to Fondul Proprietatea S.A.'s sole director and will be published in the Bulletin of the Financial Supervisory Authority, in electronic form.

President

Nicu MARCU [Illegible signature] [Illegible stamp]

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Financial Supervisory Authority

ENDORSEMENT NO. 343/11.10.2021

Pursuant to the provisions of Article 2 para. (1) letters a) and d), Article 3 para. (1) letter a), Article 6 para. (1) and (3), Article 7 para. (2), Article 14 and Article 27 of Government Emergency Ordinance no. 93/2012 on the establishment, organization and operation of the Financial Supervisory Authority, approved as amended and supplemented by Law no. 113/2013, as further amended and supplemented,

In consideration of the provisions of Article 72 para. (4) letter c) of FSA Regulation no. 7/2020 on the authorization and operation of alternative investment funds, as further amended and supplemented,

In consideration of the provisions of Article 14 para. (1) letter b) of Regulation no. 4/2010 on the registration with the National Securities Commission and the operation of Societatea Comercială "Fondul Proprietatea" S.A., as well as the trading of the shares issued thereby, as further amended and supplemented,

In consideration of the request of Franklin Templeton International S.a.r.l.'s as sole director of Fondul Proprietatea S.A registered by the F.S.A. under no. RG/22597/26.07.2021, completed by letters no. RG/25464/16.08.2021 and no. RG/27283/02.09.2021,

Based on the Note of the General Direction - Financial Instruments and Investments Sector and of the decision of the Board of F.S.A. taken in the 06.10.2021 meeting,

The Financial Supervisory Authority issues the following

ENDORSEMENT

Article 1. The amendment of Article 7 para. (1) of the constitutive act of Fondul Proprietatea S.A. as a result of the decrease of Fondul Proprietatea S.A.'s share capital from RON 3,749,282,292.08 to RON 3,334,342,422.84, in compliance with EGMS Resolution no. 3/28.04.2021, is endorsed as follows:

"The subscribed share capital of Fondul Proprietatea is in the amount of RON 3,334,342,422.84, divided in 6,412,196,967 ordinary, nominative shares, having a nominal value of RON 0.52 each."

Article 2. Fondul Proprietatea S.A. has the obligation to submit to the Financial Supervisory Authority a copy of the proof of registration with the National Trade Registry Office within 5 days as of the registration of the amendments described at Article 1, but no later than 90 days as of the endorsement date issued by the F.S.A.

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15 Splaiul Independenței, district 5, Bucharest Tel.: +4021.659.6221, Fax: +4021 659.6400 [email protected], www.asfromania.ro

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Financial Supervisory Authority

Article 3. This Endorsement no. 343/11.10.2021 becomes effective as of its delivery to Fondul Proprietatea S.A.'s sole director Fund Manager and will be published in the Bulletin of the Financial Supervisory Authority, in electronic form.

President

Nicu MARCU [Illegible signature] [Illegible stamp]

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