Fondul Proprietatea SA

Quarterly Report for the quarter ended 31 March 2024

This is a translation from the official Romanian version.

List of Abbreviations 3
Activity of the Fund 5
Net Asset Value15
Portfolio 17
Corporate Strategy	27
Financial Information31
Subsequent Events38

Annexes

Annex 1 Condensed Interim Financial Statements for the three-month period ended 31 March 2024, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/ 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated, and supervised by the FSA – Financial Investments and Instruments Sector and to the Fund for Investors Compensation
Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 31 March 2024, prepared in accordance with FSA Regulation no. 7/2020 (Annex no. 11)

List of Abbreviations

Accounting Directive	Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC, with subsequent amendments
AIF	Alternative Investment Fund
AIF Law	Romanian Law no. 243/2019 on the regulation of alternative investment funds and amending and supplementing certain normative acts
AIF Regulation	Regulation no. 7/2020 on the authorisation and functioning of alternative investment funds, issued by the Financial Supervisory Authority
AIFM	Alternative Investment Fund Manager
AIFM Directive	Directive 2011/61/EU on Alternative Investment Fund Managers
ATS	Alternative Trading System
BoN	Board of Nominees of Fondul Proprietatea SA
BVB	Bucharest Stock Exchange
CAEN	Classification of Economic Activities in Romania
CEAM	Centralised Electricity Acquisition Mechanism
CE Oltenia	Complexul Energetic Oltenia SA
CIIF	Certification of Registration of Financial Instruments
CSRD	Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting
Depositary Bank/ Depositary	BRD – Groupe Societe Generale SA
Depozitarul Central SA	Romanian Central Depositary
EGM	Extraordinary General Shareholders Meeting
ESG	Environmental, Social and Governance
EU	European Union
Fondul Proprietatea/ the Fund/ FP	Fondul Proprietatea SA
FSA	Romanian Financial Supervisory Authority
FT	Franklin Templeton
FTIS/ AIFM/ Sole Director/ Fund Manager	Franklin Templeton International Services S.à r.l.
GDP	Gross Domestic Product
GDR	Global Depositary Receipt
GEO	Government Emergency Ordinance
GEO no. 27/2023	GEO no. 27/2023 regarding amendments of some normative acts in the energy field, as well as for the establishment of some exemptions
GEO no. 32/2024	GEO no. 32/2024 for the amendment and completion of GEO no. 27/2022 regarding measures applicable to final customers in the electricity and natural gas market during the period 1 April 2022 – 31 March 2023, as well as for the amendment and completion of certain legal acts in the energy sector and adopting certain measures in the energy sector
GRI	Global Reporting Initiative
GSM	General Shareholders Meeting
IFRS	International Financial Reporting Standards as endorsed by the European Union

fondulproprietatea.ro

4

INS	Romanian National Institute of Statistics
IMF	International Monetary Fund
IPO	Initial Public Offering
IPS	Investment Policy Statement
Law no. 24/2017	Law no. 24/2017 on issuers of financial instruments and market operations
LSE	London Stock Exchange
NAV	Net Asset Value
NBR	National Bank of Romania
Norm no. 39/ 2015	FSA Norm no. 39/ 2015 regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated, and supervised by the FSA – Financial Investments and Instruments Sector and to the Fund for Investor Compensation
Norm no. 4/2024	FSA Norm 4/2024 for amending Norm no. 39/ 2015
OGM	Ordinary General Shareholders Meeting
Order no. 85/2024	Ministry of Finance Order no. 85/2024 for the regulation of sustainability reporting issues
Q1/ Q2/ Q3/ Q4	First/ second/ third/ fourth quarter
REGS	Main market (Regular) of Bucharest Stock Exchange
Salrom	Societatea Nationala a Sarii SA
SFDR	Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability related disclosures in the financial services sector
Taxonomy Regulation	Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088

Activity of the Fund

The Fund

Fondul Proprietatea was incorporated on 28 December 2005 as a joint stock company operating as a closed-end investment company. The duration of Fondul Proprietatea is until 31 December 2031 and this may be extended by the EGM with additional periods of 5 years each.

The Fund is registered with the Bucharest Trade Register under the number J40/21901/2005 and has the sole registration code 18253260.

The main activities of the Fund according to the National Statistics CAEN and the Fund's own Constitutive Act are the business of operating mutual funds and other similar financial entities (CAEN reference 643) and the main activity is financial investments (CAEN reference 6430).

On 28 January 2022, FSA authorised Fondul Proprietatea as an AIF closed-end type intended to retail investors, with BRD - Groupe Societe Generale as depositary. The Fund is registered within the FSA Register – Section 9 – 'Alternative Investment Funds' under no. PJR09FIAIR/400018 as Alternative Investment Fund intended for retail investors.

The Fund's investment objective is the maximisation of returns to shareholders and the increase of the net asset value per share via investments mainly in Romanian equities and equity-linked securities.

Since 25 January 2011, the Fund's shares have been listed on BVB. Since 29 April 2015, the Fund's GDRs issued by The Bank of New York Mellon as GDR Depositary, having the Fund's shares as support, have been listed on the Specialist Fund Market of LSE.

Share information
Primary listing	Bucharest Stock Exchange – since 25 January 2011
Secondary listing	London Stock Exchange – since 29 April 2015
BVB symbol	FP
LSE symbol	FP.
Bloomberg ticker on BVB	FP RO
Bloomberg ticker on LSE	FP/ LI
Reuters ticker on BVB	FP.BX
Reuters ticker on LSE	FPq.L
ISIN	ROFPTAACNOR5
FSA register no	PJR09FIAIR/400018/28.01.2022
LEI code	549300PVO1VWBFH3DO07
CIIF registration no	AC-4522-10/16.10.2023

Management of the Fund

Franklin Templeton has been the Sole Director of the Fund starting 29 September 2010, with successive mandates of two or four years.

Management Agreement in force during 1 April 2022 – 31 March 2024

During the quarter ended 31 March 2024, the Fund was managed by FTIS as its Sole Director and AIFM under the AIFM Directive and local implementation regulations, based on the Management Agreement in force between 1 April 2022 – 31 March 2024. The portfolio management and the administrative activities are performed by FTIS via its Bucharest Branch.

The table below presents the key commercial terms of the Management Agreement in force during 1 April 2022 – 31 March 2024:

Base Fee per year	•	0.45%
Consideration for the Base Fee	•	Weighted average market capitalisation of the Fund
Distribution Fee for all distributions	• •	2.50% applied to the value of the distributions during 1 April 2022 – 31 March 2023 1.75% applied to the value of the distributions during 1 April 2023 – 31 March 2024
Consideration for the Distribution Fee	• • •	Share buy-backs and GDR buy-backs Public tender buy-backs Return of share capital and dividends
Duration	•	2 years

Management Agreement for the period 1 April 2024 – 31 March 2025

During 25 September 2023 GSM the shareholders approved the renewal of FTIS mandate as Sole Director and AIFM of the Fund for a duration of 1 year (1 April 2024 - 31 March 2025).

The management agreement for the period 1 April 2024 – 31 March 2025, under substantially same terms as the previous Management Agreement and in line with the current IPS of the Fund, was approved by shareholders during 26 March 2024 GSM. The main change relates to the increase of the base fee rate from 0.45% in the Management Agreement until 31 March 2024 to 1.35% in the Management Agreement starting 1 April 2024. All the documentation related to the 26 March 2024 GSM is available on the Fund's website, section Investor Relations - GSM Information.

The table below presents the key commercial terms of the Management Agreement in force during 1 April 2024 – 31 March 2025:

Base Fee per year	•	1.35%
Consideration for the Base Fee	•	Weighted average market capitalisation of the Fund
Distribution Fee for all distributions	•	1.75% applied to the value of the distributions
Consideration for the Distribution Fee	• • •	Share buy-backs and GDR buy-backs Public tender buy-backs Return of share capital and dividends
Duration	•	1 year

Appointment of a new Sole Director starting 1 April 2025

During 25 September 2023 GSM the shareholders also approved that the BoN should launch a transparent and competitive selection procedure for the appointment of a new Sole Director starting 1 April 2025, based on investment expertise and experience, in accordance with the legal provisions in force. The shareholders also approved that the BoN is empowered to establish new terms and conditions for the evaluation and remuneration of the fund manager, corresponding to the new objectives, in line with international best practices and present them for approval by the GSM.

For more details on this topic, please see the update provided by the Board of Nominees on the Fund's website, section FAQs - Selection of a new Fund Manager – Board of Nominees update as of 4 March 2024.

Shareholder structure

Shareholder structure as at 31 March 2024

Shareholder categories1	% of subscribed and paid-up share capital	% of total voting rights	% of total exercisable voting rights
Treasury shares2	37.26%	37.26%	-
Romanian institutional shareholders	24.83%	24.83%	39.58%
Romanian private individuals	23.68%	23.68%	37.74%
Romanian State represented by Ministry of Finance	6.54%	6.54%	10.43%
Foreign private individuals	3.48%	3.48%	5.55%
Foreign institutional shareholders	2.14%	2.14%	3.40%
The Bank of New York Mellon (GDRs)3	2.07%	2.07%	3.30%

Source: Depozitarul Central SA

Information provided based on settlement date of transactions. The suspended voting rights related to the Fund's treasury shares acquired under the buyback programmes, either in the form of shares and/or GDRs, were not included in the computation of the exercisable voting rights.
2,112,378,889 treasury shares acquired in 2023 within the 14th buyback program (either in the form of shares and/or GDRs) 3. The shares underlying the GDRs issued by the Bank of New York Mellon are held in the name of the Bank of New York Mellon and for the account of the GDRs holders. Out of BNY holding, the GDRs held by Fondul Proprietatea were excluded, namely 0 GDRs (0 shares equivalent – the Fund did not hold any GDR as at 31 March 2024).

As at 31 March 2024, the Fund had 22,795 shareholders. The total number of voting rights was 5,668,806,128, out of which a total of 3,556,427,239 exercisable voting rights.

Largest shareholders – based on ownership disclosures submitted by shareholders

According to Art. 71(1) of Law no. 24/2017, if a shareholder acquires or disposes of shares from an issuer listed on a regulated market, having attached voting rights, the shareholder must notify the issuer about the percentage of voting rights held following the acquisition or disposal in discussion, when the percentage reaches, exceeds or falls below one of the thresholds: 5%, 10%, 15%, 20%, 25%, 33%, 50% and 75%.

As a result of this legal requirement, the Fund has received ownership disclosures from shareholders as per the table below – the information is presented based on the data included in the notification at the respective dates, while the voting rights percentage at 31 March 2024 might be different.

Shareholder	Latest ownership disclosure	% of voting rights
Ministry of Finance	1 April 2022	5.97%
NN Private Pension Funds	11 April 2022	11.24%
Silver Point Capital Funds	5 April 2023	4.89%
Allianz Tiriac pension funds and Allianz Tiriac Asigurari SA	12 December 2023	4.13%
Metropolitan Life Pension Fund and Metropolitan Insurance	22 December 2023	4.74%

Source: ownership disclosures submitted by shareholders

GDR facility

The GDR facility is limited to one-third of the Fund's subscribed share capital under the Romanian securities regulations, or 37,792,040 GDRs (1,889,602,000 shares equivalent) as at 31 March 2024, each GDR representing 50 shares. As at 31 March 2024, 117,514,850 of the Fund's issued shares were held by The Bank of New York Mellon, the GDR depositary bank, accounting for 2,350,297 GDRs, representing 6.2% of the GDR facility.

Share capital information

	31 March 2024	31 December 2023	31 March 2023
Issued share capital (RON)	2,947,779,186.56	2,947,779,186.56	3,233,269,110.76
Paid in share capital (RON)	2,947,779,186.56	2,947,779,186.56	3,233,269,110.76
Number of shares in issue	5,668,806,128	5,668,806,128	6,217,825,213
Number of paid shares	5,668,806,128	5,668,806,128	6,217,825,213
Nominal value per share (RON)	0.52	0.52	0.52

Source: National Trade Registry

Capital markets

In the first quarter of 2024, BVB registered the strongest performance in both local currency and EUR terms compared to the largest markets in Central Europe, as shown in the table below:

% Change in Q1 2024	in RON	in EUR
BET-XT Index	9.78%	9.89%
BUX Index	7.86%	4.71%
PX Index	7.15%	4.55%
WIG20 Index	3.97%	4.90%
ATX Index	2.94%	2.94%

Source: Bloomberg

Average Daily Turnover (RON million)

Source: BVB, Bloomberg

Note: The values for FP, OMV Petrom and Romgaz also include the GDR trading on LSE (OMV Petrom GDRs were delisted from LSE and their trading was cancelled on 26 October 2023). The values for FP include the tender offer settled in March 2023. The average daily turnover for Hidroelectrica SA in Q1 2023 is nil, as the first trading day on BVB was 12 July 2023.

Fund's Adjusted Share Price (RON/share) and Premium / (Discount) History (%)

Source: Bloomberg for Adjusted Share Price (price adjusted with cash distributions), Sole Director calculations for Discount / Premium Note: The (discount) / premium is calculated in accordance with the IPS i.e. the (discount) / premium between the FP shares closing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation. However, the discount to NAV for the trading days 7-14 September 2023 was calculated based on the 31 August 2023 NAV (published on 15 September 2023), in order to eliminate the mismatch between the NAV per share and FP BVB market price that was adjusted on 7 September 2023 (the Ex-date of 29 September 2023 dividend distribution).

Performance objectives

According to the IPS in force, starting with 1 April 2022, the current reporting period for the performance objectives is from 1 January 2024 until 31 December 2024.

In accordance with the Fund's IPS, there are two performance objectives that the Sole Director is aiming to achieve. The NAV objective refers to an Adjusted NAV per share1 in the last day of the reporting period higher than the reported NAV per share as at the end of the previous reporting period. The discount objective implies the discount between the closing price of the Fund's shares on BVB – REGS and the latest reported NAV per share to be equal to, or lower than 15%, in at least 2/3 of the trading days in the reporting period.

Discount Objective – interim monitoring

In the period 1 January 2024 - 31 March 2024, the discount to NAV was above 15% in all trading days.

	Discount at 3 Jan 2024	Discount at 29 Mar 2024	Average Discount 3 Jan – 29 Mar 2024	Discount Range 3 Jan – 29 Mar 2024
FP share	-18.6%	-20.8%	-21.7%	min -16.4%/ max -29.3%
FP GDR	-20.0%	-24.6%	-24.2%	min -20.0%/ max -29.7%

Source: Sole Director calculations

Note: discount is calculated according to the IPS, based on the latest published NAV per share available for the day of the calculation

¹ The adjusted NAV for a given date is calculated as the sum of: (i) the reported NAV as at the end of the Reporting Period; (ii) any distributions to shareholders, being either dividend or non-dividend ones (i.e. in the last case following reductions of the par value of the shares and distribution to the shareholders), implemented after the end of the previous Reporting Period, and (iii) any distribution fee and any transaction/ distribution costs relating to either dividend or non-dividend distributions including buy-backs of shares/ GDRs/ depositary interests executed through daily acquisitions or public tenders after the end of the previous Reporting Period. The adjusted NAV per share is equal to the adjusted NAV divided by the total number of the Fund's paid shares, less FP ordinary shares bought back and less equivalent in FP ordinary shares of FP GDRs acquired and not yet converted into FP ordinary shares, on the last day of the Reporting Period. For more details, please refer to the IPS available on the Fund's webpage.

It is the Sole Director's intention to continue its efforts to minimise the discount to NAV through close collaboration with underlying portfolio companies to improve governance, efficiency, and profitability, as well as ongoing implementation of the Discount Control Mechanism, transparent communication, and disclosure, supported by proactive investor relations.

NAV Objective – interim monitoring

The Adjusted NAV per share as at 31 March 2024 was RON 0.6569 per share, 0.59% lower than the 31 December 2023 NAV per share of RON 0.6608.

NAV Objective	Amount RON	Details
TotalNAV as at 31 Mar 2024	2,336,376,273
Other costs related to buy-backs starting 1 Jan 2024	17,640	Fees related to the 14th buy-back programme invoiced after 31 Dec 2023, excluding the distribution fees for buy-backs
Other costs related to dividends paid starting 1 Jan 2024	2,575	Central Depositary and Paying Agent fees
Dividend distributions starting 1 Jan 2024	-	No dividend distribution in Q1 2024
Distribution fees for dividend distributions performed starting 1 Jan 2024	-	No dividend distribution in Q1 2024
Distribution fees for buy-backs starting 1 Jan 2024	-	No buy-backs in Q1 2024
Total Adjusted NAV as at 31 Mar 2024	2,336,396,488
Number of paid shares, less treasury shares and GDRs held as at 31 Mar 2024	3,556,427,239
Adjusted NAV per share as at 31 Mar 2024	0.6569
NAV per share as at 31 Dec 2023	0.6608
Difference	(0.0039)
%	-0.59%

Source: Sole Director calculations

During 13 February 2024 the shareholders approved the 15th buyback programme for 1 billion shares – for more details regarding the start of the programme, please see section Subsequent events.

Also, the Sole Director proposed a special dividend distribution of RON 0.06 per share with payment date on 7 June 2024, subject to shareholders approval during 30 April 2024 Annual GSM – for more details please see section Subsequent events.

Investor relations

In the first three months of the year, in our efforts to increase the visibility and the profile of the Fund, as well as the local capital market, and Romania, to a broader international institutional investor base, the Fund's management team organised one road-show in Cluj and met with retail investors interested in finding out more details about Fondul Proprietatea and its equity story, and in receiving updates on the Fund, its corporate actions, and the main portfolio holdings, as well as on the Romanian macroeconomic environment.

During the first quarter, we also participated in one investor conference in Bucharest.

On 29 February we organised Fondul Proprietatea 2023 Preliminary Annual results Conference Call with institutional investors and financial analysts, where 14 professionals participated.

Furthermore, during the first quarter, we organised 8 conference calls and 8 in-person meetings with institutional investors and financial analysts covering Fondul Proprietatea, interested in the latest developments regarding the Fund's corporate actions, and its portfolio companies.

Communication between the Sole Director and investors remains our top priority as we aim to ensure that investors are informed about the latest developments and obtain their feedback as we continue to focus on maximising shareholder value.

GSM during the reporting period

The full text of the resolutions adopted by shareholders during the 13 February 2024 GSM and 26 March 2024 GSM, are published in the dedicated section of the Fund's website Investor Relations – GSM Information.

13 February 2024 GSM

During 13 February 2024 GSM the Fund's shareholders approved the following:

approval the disposal of the Fund's entire stake in Engie Romania SA;
approval of a new buy-back programme to be carried during the financial year 2024, for maximum 1 billion shares (in the form of shares or GDRs), at a price that cannot be lower than RON 0.2 per share or higher than RON 1 per share.

The third point on the agenda, regarding the approval of a mandate for executing discretionary disposals exceeding 20% of the total value of the non-current assets less receivables of the Fund, was rejected by shareholders.

26 March 2024 GSM

Convening 26 March 2024 GSM

On 5 February 2024, the Sole Director convened a GSM for 26 March 2024 with the following main points on the agenda:

approval of the Management Agreement for the renewal of FTIS mandate as Sole Director and AIFM of the Fund for the period 1 April 2024 – 31 March 2025;
approval of the updated Remuneration Policy of the Fund;
approval of the Budget for the financial year 2024;
appointing two new members in the BoN following the expiration of the mandates of Mr. Omer Tetik and Mr. Nicholas Paris.

Supplementing the agenda of 26 March 2024 GSM

On 26 February 2024, the agenda of 26 March 2024 GSM was supplemented with the following points, based on the request received on 22 February 2024 from the shareholder Ministry of Finance:

alternative to item 1 of GSM convening notice approval of the Management Agreement in the form set out in GSM agenda item 1, with a change in base fee rate from 2.00% to 1.35%;
alternative to item 2 of GSM convening notice approval of the Remuneration Policy of the Fund in force starting 1 April 2024, with a change in the base fee rate from 2.00% to 1.35%;
approval of the Fund's strategy during the mandate from 1 April 2024 to 31 March 2025 so that it includes the preservation of the current portfolio managed FTIS.

Clarifications from the Ministry of Finance in respect of the additional points included on the agenda of 26 March 2024 GSM

On 29 February 2024, the Fund sent a letter to the Ministry of Finance requesting clarifications in respect of the points added on the agenda of 26 March 2024 GSM. On 11 March 2024 the Fund received the response from the Ministry of Finance following the letter mentioned above, which is published on the Fund's website in the section Investor Relations – GSM Information.

Shareholders resolutions adopted during 26 March 2024 GSM

During 26 March 2024 GSM the Fund's shareholders mainly approved the following:

The appointment of Mr. Marius-Alin Andries as member of the BoN following the expiration of the mandate of Mr. Omer Tetik on 6 April 2024; the mandate of the new member is valid for a period of 3 years and shall produce its effects starting with 7 April 2024 or the acceptance date for the new mandate, whichever occurs later;
The approval of the terms of, along with the execution of, the Management Agreement between Fondul Proprietatea and FTIS for a period of 1 year starting 1 April 2024 and until 31 March 2025 in the form set out in the supporting documentation relating to OGM agenda item 1, with a change in the base fee rate such that the base fee is 1.35% (item added on the agenda at the request of the shareholder Ministry of Finance);
The approval of the Remuneration Policy of Fondul Proprietatea in force starting 1 April 2024, to reflect the provisions of the Management Agreement, in the form provided in the supporting documentation related to item 2 on the OGM agenda with a change in the base fee rate so that the base fee is 1.35% (item added on the agenda at the request of the shareholder Ministry of Finance).

During 26 March 2024 GSM the Fund's shareholders rejected the following:

The Management Agreement as proposed by the Sole Director (including the 2.00% base fee rate);
The updated Remuneration Policy as proposed by the Sole Director (including the 2.00% base fee rate);
The 2024 budget of Fondul Proprietatea, in accordance with the supporting materials (including the 2.00% base fee rate);
The appointment of a member of the BoN following the expiration of the mandate of Mr. Nicholas Paris on 6 April 2024;
The approval of the strategy of the Fund applicable to the mandate period 1 April 2024 to 31 March 2025 so that it includes the preservation of the current portfolio managed by FTIS (item added on the agenda at the request of the shareholder Ministry of Finance).

Amendment of the Fund's Constitutive Act

During 25 September 2023 EGM, the Fund's shareholders approved the amendment of Article 19 paragraph (3) of the Fund's Constitutive Act, as proposed by the Ministry of Finance. The amendment entered into force on 30 January 2024, when the FSA Authorisation no. 6/ 19 January 2024 was registered with the Trade Registry.

ESG

Within the meaning of Article 6 of the SFDR, the sustainability risks were not deemed relevant for the investment decision process due to the Fund's unique initial set-up as well as the current applicable regulatory framework, that imposes numerous investment restrictions, hence limiting the investment decisions. Also, the Fund has limited ability to consider sustainability risks in its investment decisions unless there are amendments to the governing regulatory framework of the Fund, which cannot be reliably estimated at the date of this report.

Taxonomy Regulation

The investments underlying Fondul Proprietatea do not take into account the EU criteria for environmentally sustainable economic activities, including enabling or transitional activities, within the meaning of the Taxonomy Regulation.

Corporate Sustainability Reporting Directive

On 28 November 2022, the European Parliament adopted Directive (EU) 2022/2464 regarding corporate sustainability reporting, published in the Official Journal of the European Union on 16 December 2022. The requirements will start to apply between 2024 and 2028, and the Member States have to transpose the directive into local legislation so that it applies from 1 January 2024.

According to the provisions in CSRD, there is an explicit exemption for alternative investment funds in respect of the applicability of reporting requirements on sustainability information based on the provisions introduced in the revised Accounting Directive, Article 1 Scope, paragraph 4.

On 20 February 2024, the FSA approved Norm no. 4/2024 amending FSA Norm no. 39/2015 for the implementation CSRD requirements. The provisions of FSA Norm 4/2024 are applicable starting 4 April 2024, at the date of publication in the Official Gazette.

Based on the provisions of the FSA Norm 4/2024, similarly to the provisions of CSRD, there is a specific exemption from the reporting requirements on sustainability information applicable in case of the Fund.

Macroeconomic environment

According to the IMF1 , the global economy experiences a steady recovery from the COVID 19 pandemic and Russia's unprovoked war on Ukraine, that led to a global energy and food crisis and increased inflationary pressure. Inflation is decreasing faster than the previous estimates, reflecting the improvements of the supply chains and the impact of central banks' monetary policies. At the same time, high interest rates aimed at fighting inflation and tightening fiscal policies are expected to continue to impact growth in 2024.

Global GDP growth¹ is projected at 3.2% in both 2024 and 2025. For Romania, the real GDP growth¹ is estimated at 2.8% in 2024 and this is expected to increase to 3.6% in 2025.

IMF projections1 forecast global inflation to fall from an annual average of 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025. According to Eurostat2 , the EU annual inflation rate was 2.4% in March 2024, down from 3.4% in December 2023. For Romania, according with National Statistics Institute3 the annual inflation rate in March 2024 was 6.6%.

According to the BVB4 , the Romanian capital market increased by 11.3% in Q1 2024, taking into account the BET-TR index, while total liquidity was over RON 6.1 billion.

fondulproprietatea.ro

¹ World Economic Outlook, April 2024, www.imf.org 2 Eurostat – Euro Indicators Publication from 3 April 2024, www.ec.europa.eu/eurostat

³ National Institute of Statistics, Press Release no. 89/ 11 April 2024, www.insse.ro

⁴ BVB website - www.bvb.ro

On 11 January 2023, the Board of the National Bank of Romania raised its key monetary policy rate by 0.25% to 7.0%, this representing the eighth consecutive rate hike, in line with the trend followed by most central banks across the world. During all subsequent meetings the NBR Board decided to maintain the monetary policy rate at the same level.

The potential for further interest rates increases has significantly decreased and we expect inflationary pressure to be more subdued through 2024. With the appropriate combination of fiscal and economic policies, Romania once again has strong prospects to become one of the best performing economies in the European Union.

Regulatory updates

Minimum corporate tax

The fiscal requirements regarding the minimum corporate tax were published in the Official Gazette of Romania on 27 October 2023 and are in force starting 1 January 2024. Based on these provisions, a minimum corporate tax of 1% on adjusted turnover is implemented for taxpayers:

with an adjusted turnover above EUR 50 million in the previous fiscal year and
for which during the concerned year:
- the minimum corporate tax is higher than the corporate tax calculated according to the applicable general rules or
- if the entity registers a tax loss.

The adjusted turnover is calculated as the difference of the total revenues of the entity and among other (i) non-taxable revenues, (ii) revenues related to product inventory costs, (iii) revenues related to the costs of work in progress, (iv) specific revenues from the production of tangible and intangible assets, (v) revenues from subsidies, (vi) revenues obtained from compensation from insurance/ reinsurance companies for damage caused to stocks or tangible assets.

The Fund's adjusted turnover did not exceed the EUR 50 million threshold in 2023, therefore the Fund is not subject to the provisions of the minimum corporate tax in 2024.

Utilisation of tax losses

Starting 1 January 2024, the utilisation of tax losses is limited as follows:

entities showing a tax profit will be able to offset only 70% of the tax profit with past tax losses (assuming that tax losses are available for utilisation). The remaining 30% of the tax profit will be subject to Romanian corporate income tax at the 16% rate;
tax losses brought forward from the fiscal years prior to 1 January 2024, as recorded as at 31 December 2023, might be recovered from future taxable profits during the next 7 years;
tax losses recorded starting with 1 January 2024 might be recovered from future taxable profits during the next 5 years.

As a result, if the Fund shows a tax profit in 2024, it will be able to offset only 70% of this tax profit The remaining 30% will be subject to Romanian corporate income tax at the 16% rate.

As the Romanian corporate income tax is computed and declared on quarterly basis, the Fund is in a corporate income tax paying position starting Q1 2024, as a tax profit for this period was reported. For more details, please see Annex 1 Condensed Interim Financial Statements.

Net Asset Value

NAV methodology

The key performance indicator of the Fund is its Net Asset Value. The Fund is required to publish a monthly net asset value per share in accordance with the local rules issued by the capital market regulator, no later than 15 calendar days after the reporting month end and after the dates when share capital changes are recorded within Trade Registry.

All NAV reports are published on the Fund's website together with the share price and discount/ premium information.

Starting with 28 January 2022, the date when the Fund's registration process as an AIF with the FSA was finalised, the Fund started to apply the Romanian AIF Law (Law no. 243/2019) and AIF Regulation (Regulation no. 7/2020).

Listed liquid shares are valued either at closing market prices if listed on regulated markets, or at reference prices if listed on an ATS. Listed illiquid and unlisted shares are valued using valuation techniques in accordance with International Valuation Standards. The holdings in the companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at zero.

The treasury shares acquired through buy-backs are excluded from the number of shares used in the NAV per share computation. Due to the fact that in substance the Fund's GDRs are similar to the ordinary shares to which they correspond, in the computation of the number of shares used for the NAV per share calculation, the equivalent number of shares corresponding to the GDRs bought back and held by the Fund as at the NAV reporting date is also deducted, together with the number of ordinary own shares bought back and held.

NAV evolution

Evolution of distribution adjusted NAV per share

Source: Sole Director calculations

Note: Distribution Adjusted NAV per share is calculated as the NAV per share for the respective month plus the cumulated cash distributions per share since the start of FT mandates

0.4

0.49

0.58

0.67

Evolution of the NAV per share (RON)

The following chart shows information on the monthly published NAVs per share for the period from 31 December 2023 to 31 March 2024:

Source: Sole Director calculations

During the first quarter of 2024, the Fund has analysed the potential effect on the valuation of portfolio holdings of the events that took place between 31 October 2023 (the date of valuation reports for 31 December 2023 NAV reporting) and 31 December 2023 and consequently has adjusted the value of CE Oltenia SA from RON 64.8 million to RON 56.8 million in the 29 February 2024 NAV reporting of the Fund and in the 2023 IFRS financial statements of the Fund, authorised on 25 March 2024. In addition, the value of the listed holdings decreased by RON 8.4 million during the quarter, mainly due to Alro SA share price drop.

Portfolio

Portfolio structure

The equity exposure amounted to 76.0% of the Fund's NAV as at 31 March 2024. As at that date, the portfolio was composed of holdings in 24 companies (5 listed and 19 unlisted), a combination of privately held and state-controlled entities.

Portfolio structure – by controlling ownership

Net cash and receivables include bank deposits, current bank accounts, as well as other receivables and assets, net of all liabilities, including liabilities to shareholders related to dividend distributions.

Source: Sole Director calculations Note: % in total NAV as at 31 March 2024

Portfolio structure – by sector

Source: Sole Director calculations Note: % in total NAV as at 31 March 2024

Portfolio structure – by asset type

fondulproprietatea.ro

Source: Sole Director calculations

Note: as at 31 March 2024. The chart reflects the company's NAV value as a % in total NAV value of unlisted holdings.

The largest listed holding is Alro SA (4.5% of the NAV)

Source: Sole Director calculations

Note: as at 31 March 2024. The chart reflects the company's NAV value as a % in total NAV value of listed holdings.

Key portfolio developments

Listing of Societatea Nationala a Sarii SA

On 5 July 2021, the GSM of Salrom approved in principle the listing of the company on the BVB, through a public offering of the company's shares held by the Fund.

On 27 July 2022, the Government approved a Memorandum supporting the listing of Salrom by a public offering of the company's shares held by the Fund, which is a key milestone in the listing process.

The approval is a positive development as it allows the Fund to explore its options with regards to a potential realisation of all or part of its holding in the company.

The Fund continues to engage with the majority shareholder and the company in relation to preparations for a potential IPO.

Legal actions against CN Aeroporturi Bucuresti SA share capital increase

On 7 March 2024 the Bucharest Court of Appeal admitted the appeal filed by the Fund, annulling Resolution no. 15/ 26 October 2021 of CN Aeroporturi Bucuresti SA GSM for the approval of a share capital increase with the plots of land inside Baneasa airport, brought as Romanian State's contribution in kind to the company's share capital. The decision issued by the Bucharest Court of Appeal is final.

fondulproprietatea.ro

Once the details regarding the Decision of the Court of Appeal will be made available as well as depending on the actions carried out by CN Aeroporturi Bucharest, the Fund will reevaluate all ongoing legal actions or other potential new legal actions necessary to protect the interests of the Fund's shareholders.

For full details regarding the litigation started by the Fund for annulling Resolution no. 15/ 26 October 2021 of CN Aeroporturi Bucuresti SA GSM, please see the Fund's Annual Sole Director's report for the financial year ended 31 December 2023.

In addition to the main litigation described above, the Fund has also entered into the following court proceedings in order to protect the shareholders' interests:

Opposition against the registration of EGM Resolution no. 15/26.10.2021 with the Trade Register - on 11 February 2022, the Ilfov Court has suspended the opposition pending a final decision in the main file;
Action against the Certificates of attestation of the right of ownership (RO: "Certificate de atestare a dreptului de proprietate") - the next court hearing is scheduled on 12 June 2024;
Action against the valuation report issued by ANG Consulting SRL on 20 February 2024, the judge decided that another specialised section of the same Court is entitled to have jurisdiction on solving the case; the first hearing before the new specialised section has not been set yet.
Action for annulment of the EGM Resolution no. 14/24.09.2019 for the annulment of the decision based on which ANG Consulting SRL performed the valuation; the first hearing is scheduled for 5 November 2024.

Valuation of CN Aeroporturi Bucuresti SA

Within the NAV reports prepared during Q1 2024, the Fund's holding in CN Aeroporturi Bucuresti SA was valued using the same assumptions and valuation methodology as in the previous valuation reports prepared during 2023. This approach was confirmed by the Bucharest Court of Appeal's decision from 7 March 2024. The Sole Director will analyse the full decision of the Bucharest Court of Appeal once this is available as well as the future actions of CN Aeroporturi Bucuresti SA and their potential impact on the valuation of the company.

Participation in share capital increases/ decreases

Aeroportul International Timisoara SA share capital increase

During the GSM held on 9 June 2023, the majority shareholder approved a share capital increase of RON 25.2 million, by issuing 2,523,850 new shares at a nominal value of RON 10 per share, to finance a proposed investment project. In order to avoid dilution, Fondul Proprietatea would have to subscribe to 504,770 new shares, representing RON 5.04 million.

Fondul Proprietatea challenged the validity of the GSM decision, and the Court decided to suspend the effects of the share capital increase until there is a final verdict on the issues raised in the initial claim. As the company did not appeal the Court's decision, the effects of the GSM decision approving the share capital increase are suspended until the final decision of the court in the annulment file above-mentioned.

The main ground for annulment claimed by the Fund is that by the GSM decision approving the share capital increase two unlawful State aid measures have been granted, without prior notification to, and approval by, the European Commission. This is due to the fact that the company's share capital increase does not pass the private investor test – i.e. because of the low return, a private investor would not have made the investment in question.

fondulproprietatea.ro

The legal proceedings initiated by the Fund in the file for the annulment of the GSM decision regarding the share capital increase are ongoing.

The company's management called a GSM on 14 May 2024 to approve among others the revocation of the share capital increase decision, as the beneficiary of the cargo terminal that would have been built as part of the investment project notified the company that it does not wish to continue the project.

The Fund will provide further details on the development of the legal proceedings and further GSM decisions regarding Aeroportul International Timisoara SA share capital increase as and when relevant.

Restructuring plan of CE Oltenia and related roadmap

Presentation of the restructuring plan

In January 2022, the European Commission approved Romania's plan to grant CE Oltenia a restructuring aid for up to EUR 2.66 billion (RON 13.15 billion). The measure will enable the company to finance its Restructuring Plan with the view to restore its long-term viability. The implementation of the Restructuring Plan will lead to the need to operate capital increases, both in cash as well as with the value of lands that will be used by CE Oltenia to develop the new investments alongside coinvestors (photovoltaic power plants and gas fired power plants).

As approved in the general shareholders meetings of CE Oltenia, the Company will develop 4 solar parks with a total capacity of 455 MW together with OMV Petrom, 4 solar parks with a total capacity of 280 MW and a 475 MW natural gas energy block with Tinmar Energy and an 850 MW combined cycle power plant on natural gas with Alro.

The restructuring led to a spin-off from CE Oltenia of 2 units totalling 300MW, respectively of the Craiova II Power Plant Branch. Shareholders approved the spin-off process and related actions during the August 2022 GSM. The new company, Electrocentrale Craiova SA, was established following a symmetric spin-off, taking over the assets and liabilities of Craiova II Power Plant Branch and mirrored percentage wise the shareholding structure of CE Oltenia at that date (share capital of RON 23,829,130 with FP's stake of 21.559%, respectively 513,754 shares).

In 2024, CE Oltenia will receive approximately EUR 79 million (RON 387 million) in state aid as part of the Restructuring Plan. The state aid is intended to finance the purchase of greenhouse gas emission certificates pertaining to 2023 and 2024. The company has received grants worth EUR 867 million so far (EUR 241 million in 2021, EUR 535 million in 2022 and EUR 91 million in 2023).

As per the restructuring plan, the Romanian authorities committed to create a distinct subsidiary of CE Oltenia ("the lignite subsidiary") which will comprise and operate the existing lignite power units and related assets of CE Oltenia that are not intended for transition to gas or renewables. The accounts of the lignite subsidiary will be clearly separated from the accounts of CE Oltenia. Such lignite capacities should decrease over time in line with national lignite phase-out calendar. During the GSM taking place on 4 August 2023, the shareholders approved to initiate the establishment of the lignite subsidiary which as per the Restructuring Plan should be completed before the end of the restructuring period i.e. before the end of 2026.

The change in legislation brought by GEO no. 26/2023 allowing land valuation to be carried out at fair value, instead of indexation method facilitated the share capital increase with the value of the lands that will be contributed by CE Oltenia in the new investment companies, brought as Ministry of Energy's in-kind contribution to the company's share capital.

The share capital increase with the value of the lands amounting to EUR 41 million (RON 204 million) was approved during the GSM taking place on 29 August 2023, by issuing 20,346,788 new shares at a nominal value of RON 10 per share in favour of the Ministry of Energy. Following the implementation

of the share capital increase with the value of the lands and registration with the Trade Registry during September 2023, the Fund's stake in CE Oltenia decreased to 11.81% while Ministry of Energy's stake increased to 87.48%.

In line with the Restructuring Plan that also entails an equity contribution in cash by the Romanian State via the Ministry of Energy in amount of EUR 180 million, CE Oltenia has conveyed a GSM on 28 November 2023 for the approval of the share capital increase. The share capital increase was approved during the GSM in November 2023, by issuing 27,036,159 new shares at a nominal value of 10 RON per share in favour of the Ministry of Energy and included a share premium in amount of RON 620,727,531.

The Fund did not subscribe in the share capital increase. Following the cash contribution and registration with the Trade Registry, the Fund's stake in CE Oltenia share capital will decrease to 7.37%. As at the date of this report, the Ministry of Energy has not contributed the corresponding cash amount related to the share capital increase. Consequently, until the cash contribution is made by the Ministry of Energy, the Fund's stake in CE Oltenia recorded at the Trade Registry remains at 11.81%.

During the shareholders meeting held on 10 May 2024, the Ministry of Energy approved the initiation of merger by absorption of CE Oltenia with the Mining Design Institute in Craiova (RO: Institutul de Cercetare Științifică, Inginerie Tehnologică și Proiectare Mine pe Lignit SA Craiova - ICSITPML). The specialists from the institute, who will be integrated into the CE Oltenia, are expected to be involved in the closure, conservation, and greening programs for the mines.

GEO no. 27/2023 regarding the exemption from regulatory requirements on profit distribution

As per Article 5 of GEO no. 27/2023, by exemption from the provisions of Article 1 paragraph (1) (e) and (f) from Government Ordinance no. 64/2001 regarding the distribution of profit of state owned companies, for such companies that have a restructuring plan in progress notified and approved by the European Commission Decision and that have benefited from state aid for restructuring in the form of grants for the financing of certain expenses, the accounting profit remaining after tax deduction is distributed directly to other reserves – e.g. no distribution of dividends.

Disposal of the entire holding in Engie Romania SA

On 11 December 2023 the Fund informed shareholders that it received a binding offer from GDF International SA, the majority shareholder of Engie Romania SA, in relation to a potential sale of its entire shareholding in Engie Romania SA, for a consideration of EUR 87 million.

Further to that, on 22 December 2023 the Fund, as seller, and GDF International SA, as purchaser, entered into an agreement for the sale of the entire shareholding in Engie Romania SA in exchange for a total consideration of RON 432,616,167.75. The completion of the sale under the agreement was subject to the Fund GSM approval.

Following the approval of the transaction by the Fund's shareholders during 13 February 2024 GSM, on 20 February 2024 the Sole Director of the Fund informed the market about the completion of the sale of the Fund's entire holding in Engie Romania SA. Following the transaction, the Fund received gross proceeds of RON 432,616,167.75 and no longer holds any shares in Engie Romania SA.

Regulatory updates for portfolio companies

Order no. 85/2024 regulating sustainability reporting aspects

On 26 January 2024, the Ministry of Finance Order no. 85/2024 regulating sustainability reporting aspects entered into force, transposing the CSRD provisions into the national legislation.

The entities in scope of Order 85/2024 should include in the administrators' report relevant information for understanding the business impact of sustainability issues and how sustainability issues affect the development, performance, and position of the entity.

The reporting requirements provided by Order 85/2024 will enter into force in stages, starting with the financial year 2024. The reporting obligations and deadlines for implementation depend on various criteria such as: number of employees, turnover, total assets, if the company is a public interest entity, if the company is part of a group, etc.

The companies in the Fund's portfolio are currently analysing the applicability and potential impact of Order no. 85/2024 on their activity.

GEO no. 32/2024 regarding measures applicable to final customers in the electricity and natural gas market

On 29 March 2024, GEO no. 32/2024 was published in the Official Gazette of Romania. Among the important changes regarding the calculation of the contribution to the Energy Transition Fund ("the windfall tax") as of 1 April 2024, the following are mentioned below:

For electricity/ natural gas producers:
- o reduction of the reference price from 450 RON/MWh to 400 RON/MWh;
- o in case of electricity producers from wind and solar energy, the expenses with imbalances (part of the calculation of monthly expenses) increase from 5% to 10% of the value of electricity with physical delivery from own production;
For electricity/ natural gas suppliers and traders:
- o changing the date until when the calculation methodology is applied to 31 March 2025;
- o modifying the meaning of the reference price by increasing the margin from 2% to 10% which is added to the average monthly electricity / natural gas purchase price;
- o the mention in the definition of the average purchase price of the fact that for suppliers who carry out trading activity and do not specifically allocate the purchase contracts between the supply activity and the trading activity, the entire purchase made by the suppliers will be taken into account, regardless of the destination of the electricity / natural gas.

Regarding the Centralised Electricity Acquisition Mechanism, one of the changes approved through GEO no. 32/2024 was the elimination of the compulsory nature of this mechanism from 1 April 2024, along with the reduction of the acquisition price from RON 450/MWh to RON 400/MWh. As of the same date, the CEAM is open to all electricity producers on a voluntary basis. At the same time, for the volumes sold through CEAM electricity producers will no longer be able to claim the unrecovered costs with the carbon allowances from the Energy Transition Fund.

The Fund is currently assessing the new regulatory requirements and any impact will be reflected in the future valuation updates of the relevant portfolio companies.

Top portfolio holdings

Name	Fund's stake (%)	Value as at 31 Mar 2024 (RON mil)	% of NAV as at 31 Mar 2024
CN Aeroporturi Bucuresti SA	20.00%	877.7	37.6%
CN Administratia Porturilor Maritime SA	20.00%	328.3	14.1%
Societatea Nationala a Sarii SA	49.00%	318.4	13.6%
Alro SA	10.21%	103.9	4.5%
CE Oltenia SA	11.81%1	56.8	2.4%
Top equity holdings		1,685.1	72.2%
Total equity holdings		1,775.9	76.0%
Net cash and receivables		560.5	24.0%
Total NAV		2,336.4	100.0%

Source: internal records of the Fund

The Fund did not subscribe to the share capital increase approved during CE Oltenia SA GSM in November 2023. Following the cash contribution by the Ministry of Energy and registration with the Trade Registry, the Fund's stake in CE Oltenia share capital will decrease to 7.37%. Until the cash contribution is made by the Ministry of Energy, the Fund's stake in CE Oltenia remains at 11.81%.

CN Aeroporturi Bucuresti SA

Financial and operational results

RON million	20221	20232	%	Budget 2023	Budget 2024	%
Operating revenue	999.1	1,206.8	+20.8%	1,118.9	1,310.3	+17.1%
Operating profit	345.8	499.7	+44.5%	288.3	470.9	+63.3%
Net profit	304.0	453.3	+49.1%	229.1	408.7	+78.4%
Dividends	157.4	401.8	+155.3%	121.3	211.1	+74.0%

Source: Individual IFRS financial statements / Budgeted figures based on company's budgets as approved by shareholders

Restated figures
Subject to shareholders approval

Traffic has recovered to pre-Covid levels in 2023 and surged by 17% year-over-year, reaching 14.7 million passengers. This was the main positive driver for the improved profitability, which was up by 49.1% year-over-year to RON 453.3 million. Management proposed a 90% dividend pay-out ratio from 2023 earnings.

Corporate governance

All Board members have interim mandates. Selection process was started, and it is expected to be finalised in the coming months.

ESG

CN Aeroporturi Bucuresti SA does not publish sustainability reports.

fondulproprietatea.ro

CN Administratia Porturilor Maritime SA

Financial and operational results

RON million	20221	20232	%	Budget 2023	Budget 2024	%
Operating revenue	510.4	571.2	+11.9%	542.3	577.7	+6.5%
Operating profit	131.5	195.9	+49.0%	91.4	139.7	+52.8%
Net profit	114.5	195.4	+70.7%	89.8	143.1	+59.4%
Dividends	28.6	-	-100%	23.2	35.9	+54.7%

Source: Financial statements in accordance with applicable Romanian accounting regulations / Budgeted figures based on company's budgets as approved by shareholders

Restated figures
Subject to shareholders approval

Traffic reached 92.5 million tons in 2023, an increase of 22.4% year-over-year, driven by traffic of Ukrainian merchandise, which doubled year-over-year, to approximately 25 million tons. Higher traffic drove an improvement in profitability, which reached RON 195.4 million in 2023.

The board of the company did not propose the distribution to shareholders of any dividends out of the company's 2023 net profit. The Fund has supplemented the agenda of the company's Annual GSM convened for 23 May 2024 and proposed the distribution of a dividend of RON 44.2 million out of year 2023 net profit, in line with the 25% pay-out limit set by Government Ordinance no. 22/1999 as amended. Also, the Fund has introduced on the agenda of the Annual GSM the proposal for a special dividend in total amount of RON 114.8 million out of reserves.

Corporate governance

All Board members have interim mandates. Selection process for full mandates did not start yet.

ESG

CN Administratia Porturilor Maritime SA does not publish sustainability reports.

Societatea Nationala a Sarii SA

Financial results

RON million	2022	20231	%	Budget 2023	Budget 2024	%
Operating revenue	495.3	517.1	+4.4%	597.5	592.2	-0.9%
Operating profit	134.4	140.8	+4.8%	146.3	144.7	-1.1%
Net profit	120.7	130.6	+8.2%	129.7	130.0	+0.3%
Dividends	114.3	130.1	+13.8%	129.7	130.0	+0.3%

Source: IFRS financial statements / Budgeted figures based on company's budgets as approved by shareholders 1. Subject to shareholders approval

Corporate governance

Following the finalisation of the selection procedure for Board Members based on GEO no. 109/2011 by the Ministry of Economy, during 23 February 2024 GSM the shareholders appointed Board members for a period of 4 years. Fondul Proprietatea appointed 2 out of 5 members.

ESG

Societatea Nationala a Sarii reports on environmental and social responsibility issues in its nonfinancial annual report, in accordance with GRI Standards, published on its website www.salrom.ro.

Alro SA

Financial results

RON million	20221	2023	%	Budget 20232	Budget 20243	%
Operating revenue	4,283.1	3,197.8	-15.3%	3,561.4	3,974.4	+11.6%
Operating profit/ (loss)	782.7	(363.9)	<-100%	276.3	311.4	+12.7%
Net profit/ (loss)	409.5	(561.7)	<-100%	68.5	103.0	+50.4%
Dividends	-	-	-	-	-	-

Source: Consolidate IFRS financial statements / Budgeted figures based on company's budgets as approved by shareholders 1. Restated figures

GSM resolution from 25 April 2023, values computed using the NBR USD/RON FX rate as at 31 March 2023
GSM resolution from 26 April 2024, values computed using the NBR USD/RON FX rate as at 31 March 2024

International aluminium prices remained rather flattish throughout 2023 between USD 2,100 – 2,300 per ton, which were reflected in a similar trend for the primary aluminium segment. However, processed aluminium sales were down by 21% y.o.y, mainly due to declining deliveries of flat rolled products. Although the electricity price had a downward market trend in 2023, Alro continued to face pressure from the high cost of electricity because of one-year contracts signed with a nuclear power producer at much higher prices (back in June 2022). Subsidies were down by 63% y.o.y., to RON 301 million.

ESG

Alro reports annually on ESG issues through its sustainability reports and has a 5-year sustainability strategy. Alro published its 2022 sustainability report in June 2023, and this can be found on its website, www.alro.ro.

CE Oltenia SA

Financial results

RON million	2022	20231	%	Budget 2023	Budget 2024	%
Operating revenue	6,877.6	7,079.0	+2.9%	7,364.5	5,407.3	-26.6%
Operating profit	3,628.5	1,143.7	-68.5%	45.6	48.4	+6.1%
Net profit	3,499.9	1,018.1	-70.9%	13.1	6.4	-51.1%
Dividends	-	-	n.a.	-	-	n.a.

Source: IFRS financial statements / Budgeted figures based on company's budgets as approved by shareholders 1. preliminary figures for 2023 are extracted from the company's budget document for 2024 as approved by shareholders

Corporate governance

Following the finalisation of the selection procedure for Supervisory Board members based on GEO no. 109/2011 by the Ministry of Economy, during 17 August 2023 GSM the shareholders appointed Board members for a period of 4 years. Fondul Proprietatea appointed 1 out of 7 members.

During April 2024, the Supervisory Board appointed 3 Directorate members for a period of 4 years, respectively Mr Dan Plaveti, Mr Ion Balasoiu and Mr Trufelea Constantin. The selection procedure for the remaining 2 Directorate positions remains ongoing.

ESG

CE Oltenia is currently analysing the applicability and potential impact of Order no. 85/2024 on their activity and intends to implement specific reporting as per legal requirements. The company already includes certain ESG considerations in the annual Supervisory Body Reports available on the company's website, www.ceoltenia.ro.

fondulproprietatea.ro

Corporate Strategy

Distributions to shareholders

Annual Cash Distribution Policy

In order to comply with the requirements of the Bucharest Stock Exchange Corporate Governance Code and in accordance with the IPS, Fondul Proprietatea adopted the Annual Cash Distribution Policy. The scope of the policy is to set a series of guidelines and principles on the cash distributions made by the Fund.

The Annual Cash Distribution Policy of the Fund currently in force is published on the Fund's website in the section About the Fund/ Fund overview/ Corporate governance.

General payment procedure

The payments of the distributions to shareholders are performed through the Romanian Central Depositary, according to the legislation in force, as follows:

a) for shareholders having a custodian/ brokerage account, directly by the respective custodian bank or broker;

b) for all other shareholders:

(i) by the Central Depositary, through BRD Groupe Societe Generale (acting as Payment Agent), for bank transfers when the supporting documentation required by the Central Depositary, along with a payment request, have been submitted;
(ii) by the Payment Agent for cash payments, at any of its agencies, or by bank transfer (when the supporting documentation required by the Payment Agent and a payment request were submitted to the Payment Agent).

For each distribution the Fund publishes on its website all the necessary details, including the Dividend Payment procedure, information regarding the potential tax implications, documents to be submitted by shareholders to benefit from certain tax exemptions or lower tax rates, payment forms, additional documentation needed in particular situations, contact details of the Paying Agent and Central Depositary, etc.

Starting with the date when the statute of limitation occurs, the shareholders are no longer entitled to collect the respective distribution. According to the provisions of the legislation in force, the statute of limitation generally occurs three years after the date when the respective distribution commences, except for specific instances that are individually assessed – in these cases the payments are performed directly by the Fund based on the specific requests and documentation provided by shareholders entitled to amounts payable.

Special Dividend Distribution in 2024

The Sole Director proposed the distribution of a special gross dividend of RON 0.06 per share, with Payment date 7 June 2024, Ex-date on 16 May 2024 and Registration date on 17 May 2024, subject to shareholders approval during the 30 April 2024 Annual GSM. For more details please see section Subsequent events.

For more details regarding the general dividend payment procedure and applicable forms, please see the Fund's website, section Investor Relations – Dividends and Distributions.

Buy-back programmes

Overview of share buy-back programmes

	Progr. Period	No. of shares (million)	Tender offer	Status
1	May – Sep 2011	240.3	N/A	Completed
2	Apr – Dec 2013	1,100.9	Oct – Nov 2013	Completed
3	Mar – Jul 2014	252.9	N/A	Completed
4	Oct 2014 – Feb 2015	990.8	Nov – Dec 2014	Completed
5	Feb – Jul 2015	227.5	N/A	Completed
6	Sep 2015 – Sep 2016	891.7	Aug – Sep 2016	Completed
7	Sep 2016 – May 2017	830.2	Feb – Mar 2017	Completed
8	May – Nov 2017	141.9	N/A	Completed
9	Nov 2017 – Dec 2018	1,488.0	Jan – Feb 2018	Completed
10	Jan – Dec 2019	403.8	Jul – Aug 2019	Completed
11	Jan – Dec 2020	798.0	Jan – Mar 2020/ Jul – Sep 2020 / Oct – Dec 2020	Completed
12	Jan - Dec 2021	194.4	N/A	Completed
13	Jan – Dec 2022	549.0	May – Jun 2022	Completed
14	Jan – Dec 2023	2,112.4	Jan – Mar 2023 Oct – Dec 2023	Cancellation in progress1
15	Apr – Dec 2024	-	N/A	Ongoing2
Total		10,221.8

Source: Fondul Proprietatea internal records

The cancellation of shares was approved during 30 April 2024 Annual GSM and is pending completion of all regulatory steps.
The 15th buyback programme was approved during 13 February 2024 GSM and started on 15 April 2024.

Evolution of discount / premium vs. buy-back programmes and distributions

Source: Bloomberg for Adjusted Share Price (price adjusted with cash distributions), Sole Director calculations for Discount / Premium Note: The (discount) / premium is calculated in accordance with the IPS i.e. the (discount) / premium between the FP shares closing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation. However, the discount to NAV for the trading days 7-14 September 2023 was calculated based on the 31 August 2023 NAV (published on 15 September 2023), in order to eliminate the mismatch between the NAV and FP BVB market price that was adjusted on 7 September 2023 (the Ex-date of 29 September 2023 dividend distribution).

fondulproprietatea.ro

The 14th buy-back programme (implemented during 2023)

During 15 November 2022 GSM the shareholders approved the 14th buy-back programme for 2023, for a total number of 3,500 million shares in the form of ordinary shares and GDRs, at a price between RON 0.2 per share and RON 3.0 per share.

The duration of the 14th buy-back programme was 1 January 2023 – 31 December 2023. The 14th buy-back programme was carried out through daily transactions on BVB and LSE and two Tender Offers finalised by the Fund in March and December 2023, for 225 million shares and 1.67 billion shares respectively.

Within the 14th buy-back programme the Fund bought back a total number of 2,112,378,889 own shares (out of which 1,892,873,339 ordinary shares and 219,505,550 ordinary shares corresponding to GDRs), representing 37.3% of the total issued shares as at 31 December 2023 and 31 March 2024, for a total acquisition value of RON 1,816,723,906, excluding transaction costs.

The total number of own shares held by the Fund as at 31 March 2024 is 2,112,378,889 (acquired within the 14th buy-back programme), having a total nominal value of RON 1,098,437,022.28 (RON 0.52 per share). As at 31 March 2024 the Fund did not hold any GDRs.

The Fund's Sole Director proposed the cancellation of the treasury shares repurchased within the 14th buy-back programme during the 30 April 2024 Annual GSM – for more details please see section Subsequent events.

The 15th buy-back programme (for 2024)

During 13 February 2024 GSM the shareholders approved the 15th buy-back programme for 2024, for a total number of 1 billion shares in the form of ordinary shares and GDRs, at a price between RON 0.2 per share and RON 1.0 per share.

The Fund did not perform any buy-back transaction during the quarter ended 31 March 2024. For more details regarding the start of the 15th buy-back programme please see section Subsequent events.

Impact of the buy-back programmes on the Fund's equity

The Fund recognises the treasury shares (repurchases of own shares and GDRs) at trade date as a deduction from shareholders' equity (in an equity reserve account). Treasury shares are recorded at acquisition cost, including brokerage fees, distribution fees and other transaction costs directly related to their acquisition.

Upon completion of all legal and regulatory requirements, the treasury shares are cancelled and netted off against the share capital and / or other reserves. The details on the accounting treatment to be applied for the registration and cancellation of treasury shares can be found in the FSA Norm no. 39/2015, article 75.

A negative equity element arises upon cancelation of the shares acquired in a buy-back programme, where the acquisition price is higher than the nominal value, but this does not generate an additional shareholder's equity decrease. At the cancellation date, only a reallocation between the equity accounts is booked, without any impact on profit or loss and without generating additional shareholders' equity decrease (the decrease is recorded at share acquisition date).

Article 75 from Norm no. 39/2015 mentions that the negative balance arising on the cancellation of equity instruments may be covered from the retained earnings and other equity elements, in accordance with the resolution of the GSM.

As at 31 March 2024, the Fund's equity elements that could be used to cover the negative reserve are sufficient and include retained earnings, reserves, and share capital.

Coverage of the negative reserves

There were no changes in the negative reserves balance during the quarter ended 31 March 2024.

The total negative reserve recorded by the Fund as at 31 March 2024 of RON 908,845,064 is related to the cancellation of the shares acquired within the 13th buy-back programme. During the 30 April 2024 Annual GSM, the Sole Director proposed the coverage of this negative reserve using the other reserves set up for this purpose as per the decision taken in the 2023 Annual GSM – for more details please see section Subsequent events.

The table below shows additional details on the estimated negative reserve that will arise upon the cancelation of the treasury shares in balance as at 31 March 2024:

Negative reserve to arise on cancellation of the treasury shares in balance as at 31 March 2024		Buy-back programme 141
Number of shares to be cancelled	(1)	2,112,378,889
Total costs (including transaction costs and other costs), representing the accounting value of the shares to be cancelled in the future (RON)	(2)	1,873,193,280
Correspondent nominal value (NV = RON 0.52 per share) (RON)	(3)=(1)*NV	1,098,437,022
Estimated negative reserve to be booked on cancelation (RON)	(4)=(3)-(2)	774,756,258

Source: Sole Director calculations

During the period 7-30 September 2023, following the price adjustment at dividend Ex-date for the 29 September 2023 dividend distribution, the Fund's shares were traded at a price lower than the related nominal value of RON 0.52 per share.

The Fund's Sole Director proposed the cancellation of the 2,112,378,889 treasury shares repurchased within the 14th buy-back programme during the 30 April 2024 Annual GSM – for more details please see section Subsequent events.

The estimated negative reserve in amount of RON 774,756,258 (please see table above) corresponding to the treasury shares repurchased within the 14th buy-back programme will be recorded only after all legal and regulatory steps related to the cancellation are completed (FSA endorsement, registration with the Trade Registry, etc.).

Financial Information

Key financial highlights

The table below shows a summary of the Fund's financial performance during the reporting period:

NAV1 and share price developments2	Notes	Q1 2024	Q1 2023	YE 2023
Total shareholders' equity at the end of the period (RON million)		2,336.4	13,999.6	2,342.2
Total shareholders' equity change in period (%)		-0.2%	-3.9%	-83.9%
Total NAV at the end of the period (RON million)	a	2,336.4	13,999.6	2,350.1
Total NAV change in period (%)		-0.6%	-3.9%	-83.9%
NAV per share at the end of the period (RON)	a	0.6569	2.5823	0.6608
NAV per share at the end of the period (USD)	a	0.1426	0.5680	0.1470
NAV per share (RON) change in the period (%)		-0.6%	+0.5%	-74.3%
NAV per share total return in the period (%)	g	-0.6%	+0.5%	-2.4%
Share price as at the end of the period (RON)	b	0.5200	2.1050	0.5230
Share price low in the period (RON)	b	0.4670	1.9960	0.3810
Share price high in the period (RON)	b	0.5330	2.1500	2.1500
Share price change in the period (%)		-0.6%	+3.2%	-74.4%
Share price total return in the period (%)	h	-0.6%	+3.2%	+45.0%
Share price discount to NAV as at the end of the period (%)	d	-20.8%	-18.5%	-20.9%
Average share price discount in the period (%)	d	-21.7%	-19.0%	-22.8%
Average daily share turnover in the period (RON million)	c, j	1.6	8.6	12.9
GDR price as at the end of the period (USD)	e	5.40	23.00	5.70
GDR price low in the period (USD)	e	5.05	21.60	4.12
GDR price high in the period (USD)	e	5.70	23.80	23.80
GDR price change in the period (%)		-5.3%	+6.5%	-73.6%
GDR price total return in the period (%)	i	-5.3%	+6.5%	+34.9%
GDR price discount to NAV as at the end of the period (%)	d	-26.1%	-19.0%	-22.4%
Average GDR price discount in the period (%)	d	-24.2%	-19.2%	-23.4%
Average daily GDR turnover in the period (USD million)	f, j	0.03	1.1	0.49

Source: BVB (for shares), Bloomberg (for GDRs), Sole Director calculations

NAV for the end of each period was computed in the last calendar day of the month
Period should be read as Q1 2024/ Q1 2023/ year 2023, respectively

Notes:

a. Prepared based on local rules issued by the capital market regulator (NAV in USD calculated using the NBR FX rate at the reporting date)
b. Source: BVB REGS market Closing prices
c. Source: BVB
d. Share Price/ GDR Price discount/ premium to NAV as at the end of the period (%) is calculated as the discount/ premium between FP share closing price on BVB - REGS/ FP GDR closing price on LSE on the last trading day of the period and the NAV per share at the end of the period; as a general rule, the average discount/ premium is calculated according to IPS, using the latest published NAV per share at the date of the calculation (NAV in USD is calculated using the NBR FX rate at the reporting date) and includes both the days with premium and with discount. However, the discount to NAV for the trading

days 7-14 September 2023 was calculated based on the 31 August 2023 NAV (published on 15 September 2023), in order to eliminate the mismatch between the NAV and BVB market price that was adjusted on 7 September 2023 (the Ex-date of 29 September 2023 dividend distribution).

e. Source: Bloomberg Closing prices
f. Source: Bloomberg
g. The NAV per Share Total Return is calculated in RON by geometrically linking total returns for all intermediate periods when official NAV is published. Each total return for a single period is calculated using the following formula: the NAV per share at the end of the period plus any cash distribution during the period, dividing the resulting sum by the official NAV per share at the beginning of the period. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS
h. The Share Price Total Return is calculated in RON by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS
i. The GDR Price Total Return is calculated in USD by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS
j. Including the tender offers finalised by the Fund in March 2023 and December 2023

Fees, charges, and expenses directly or indirectly borne by investors

According to article 22 of Law no. 74/2015 the AIFM shall make available to investors the information on all fees, charges and expenses and the maximum amounts thereof which are directly or indirectly borne by investors.

Additional details on this topic are included below, as recommended in the communications received from FSA.

Fees and costs directly borne by investors

The brokerage fees and other costs incurred by investors in acquiring the Fund's shares vary depending on the specific contractual agreements concluded between the investors and the intermediaries.

Fees and costs indirectly borne by investors

Pursuant to the Management Agreement and to the shareholders' approval, the Fund bears, pays or will reimburse the AIFM the following expenses incurred by the AIFM:

(i) expenses related to the payment of fees owed to the depositary;
(ii) expenses related to intermediaries and advisors including related to the financial advisory services in connection with the trading, issue, purchase, sale or transfer of listed and unlisted securities or financial instruments from the Fund's portfolio, including fees and commissions due to relevant market operators;
(iii) expenses related to taxes and fees owed to the FSA or other public authorities, according to applicable legislation, as well as expenses or charges imposed to the Fund by any tax authority related to the expenses in this clause or otherwise applicable to the running of the business of the Fund, including the notary fees, stamp duty tax and other similar tax;
(iv) expenses related to the financial audit performed on the Fund and any other audits or valuations required by the legislation in force applicable to the Fund (for clarity, these

expenses relate to the fair value measurement of the Fund's portfolio for the purpose of IFRS accounting and financial statements preparation and NAV calculation);

(v) expenses related to the admission to trading of the financial instruments issued by the Fund, and any subsequent issues or offerings; expenses with intermediaries and professional advisors in relation to arranging and maintaining the listing;
(vi) expenses related to investor relations and public relations in the interest of the Fund;
(vii) expenses related to ongoing reporting and disclosure obligations according to legislation in force;
(viii) expenses related to the organising of any GSM and communications with the shareholders and to the payment of fees for registrar services and services related to distributions to shareholders;
(ix) expenses related to the payment of taxes and fees owed to the BVB, LSE and any other exchange on which the financial instruments of the Fund or GDRs or depositary interests corresponding to shares of the Fund shall be admitted to trading, as well as membership fees;
(x) expenses related to the registration with the Trade Registry or documents issued by the Trade Registry;
(xi) expenses related to the payment of fees owed to the banks for banking services performed for the Fund, including credit facility costs;
(xii) expenses related to appointing legal advisers and other advisors to act in the interest of the Fund;
(xiii) expenses related to contracts with external service providers existing as of execution of the Management Agreement until the expiry or termination of the agreement, including expenses with lease for the headquarter of the Fund;
(xiv) expenses related to remuneration, transport and accommodation of the members of the BoN (in relation to their services and attendance at meetings, in accordance with the Constitutive Act, the mandate agreements and any applicable internal regulations) and for independent persons (not employees of the AIFM) acting as representatives of the Fund on the corporate bodies of companies in the portfolio, where appropriate; and
(xv) expenses relating to printing costs for the Fund's documentation;

All costs and expenses incurred by the AIFM in the performance of its functions shall not be for the account of the Fund but shall be borne by the AIFM.

The AIFM shall be liable for the following out of pocket expenses incurred by it when performing its duties, including, but not limited to:

(i) expenses in connection with mailing and telephone, except for letters to the shareholders of the Fund;
(ii) expenses in connection with business travel and accommodation, except for expenses related to investors relations activities, shareholders meetings and meetings of the BoN;
(iii) expenses incurred with salaries, bonuses and other remunerations granted to the employees and collaborators of the AIFM or any associated company who acts as a delegate in accordance with the provisions of the Management Agreement;
(iv) other expenses incurred for the functioning of the AIFM or any associated company who acts as a delegate in accordance with the provisions of the Management Agreement.

fondulproprietatea.ro

In performing its obligations under the Management Agreement, the AIFM shall not use Soft Dollar Practices (i.e., arrangements under which assets or services, other than execution of securities transactions, are obtained by a fund manager from or through a broker in exchange for the fund manager directing to the respective broker trades concluded on behalf of the undertaking for collective investment managed by that fund manager). All transactions in connection to the portfolio shall be consistent with the principle of best execution.

Financial statements analysis

The condensed interim financial statements for the three-month period ended 31 March 2024, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/2015 with subsequent amendments, are included in full in Annex 1 to this report. The captions in the Statement of Financial Position and Statement of Comprehensive Income presented in this report may differ from the ones included in the condensed interim financial statements due to other regulatory requirements.

This section provides an overview of the Fund's financial position and performance for the threemonth period ended 31 March 2024. The analysis presents the main developments during the reporting period, for more details regarding the comparative amounts from previous period, please see the corresponding section in Annex 1 Condensed Interim Financial Statements.

RON million	31 March 2024 Unaudited	31 December 2023 Audited	31 March 2024 vs. 31 December 2023 (%)
Cash and current accounts	0.1	0.1	-
Distributions bank accounts	478.9	547.5	-12.5%
Deposits with banks	562.7	191.4	194.0%
Equity investments	1,775.9	1,784.4	-0.5%
Non-current assets held for sale	-	432.6	-100.0%
Other assets	-	-	n.a.
Total assets	2,817.6	2,956.0	-4.7%
Payable to shareholders	477.7	546.5	-12.6%
Other liabilities and provisions	3.5	67.3	-94.8%
Total liabilities	481.2	613.8	-21.6%
Total equity	2,336.4	2,342.2	-0.2%
Total liabilities and equity	2,817.6	2,956.0	-4.7%

Statement of Financial Position

Source: IFRS financial statements of the Fund

The liquid assets of the Fund during Q1 2024 included current accounts and term deposits with banks. All instruments were denominated in RON, with maturities of up to one year. The most important cash inflows during Q1 2024 were related to the proceeds from disposal of the entire stake in Engie Romania SA (RON 432.6 million) and the interest received of RON 8.5 million, while the most significant cash outflows were related to net dividends paid (RON 68.8 million) and to the dividend withholding tax payments performed (RON 44.7 million).

The net decrease in Equity investments of RON 8.4 million during Q1 2024 was mainly generated by the decrease in the share price of Alro SA.

At 31 March 2024, Payable to shareholders caption comprised the dividends payable to shareholders, out of which the most significant amounts are related to the 29 September 2023 special dividend distribution (RON 398.8 million). At the same date the Other liabilities and

provisions caption mainly comprises the Q1 2024 fees payable to the Sole Director (RON 2.0 million).

Statement of Comprehensive Income

RON million	3-month ended 31 March 2024 Unaudited	3-month ended 31 March 2023 Unaudited
Net (loss)/ gain from equity investments at fair value through profit or loss	(8.5)	4.1
Interest income	9.0	10.3
Other income/ (expenses), net1	0.4	(0.8)
Net operating income	0.9	13.6
Administration fees recognised in profit or loss	(2.0)	(13.3)
Other operating expenses	(4.3)	(11.8)
Operating expenses	(6.3)	(25.1)
Finance costs	-	-
(Loss) before income tax	(5.4)	(11.5)
Income tax expense	(0.4)	-
(Loss) for the period	(5.8)	(11.5)
Other comprehensive income	-	-
Total comprehensive income for the period	(5.8)	(11.5)

Source: IFRS financial statements of the Fund

This caption mainly includes the net foreign exchange gain/ (loss) and other operating income/(expenses).

The operating income mainly comprises the gross dividend income, the changes in fair value of financial instruments at fair value through profit or loss, interest income and the net realised gains/ losses from transactions with financial instruments. The changes in fair value of the equity investments of the Fund are recognised in profit or loss. The operating income is influenced by the performance of the portfolio companies and their decisions on dividend distributions, by the changes in the share price of listed companies as well as by money market performance.

The loss from equity investments at fair value through profit or loss during Q1 2024 was mainly generated by the decrease in the BVB share price of Alro SA (total impact RON 8.4 million).

Interest income in Q1 2024 arose from short term deposits held with banks.

Additional details on the administration fees are presented below:

RON million	3-month ended 31 March 2024 Unaudited	3-month ended 31 March 2023 Unaudited
Recognised in profit or loss	2.0	13.3
Base fee	2.0	13.3
Distribution fee for dividends	-	-
Recognised in other comprehensive income	-	13.1
Distribution fee for buy-back programmes	-	13.1
Total administration fees	2.0	26.4

Source: IFRS financial statements of the Fund

The significant decrease in base fee during Q1 2024 compared to Q1 2023 is mainly due to the lower market capitalisation of the Fund following Hidroelectrica IPO and distribution of the IPO proceeds to shareholders as dividends.

The distribution fee is nil in Q1 2024 as there were no dividends approved by shareholders and no buy-back transactions performed during this period.

Other operating expenses

The main categories of other operating expenses are detailed in the table below:

RON million	3-month ended 31 March 2024 Unaudited	3-month ended 31 March 2023 Unaudited
Legal and litigation assistance expenses	1.1	0.5
BON remunerations and other related expenses	0.8	0.7
FSA monthly fees	0.5	3.4
Financial auditor's fees	0.3	0.3
GSM organisation	0.2	-
Tax compliance and tax advisory	0.2	0.1
Intermediaries and other transaction related fees	-	6.1
Other operating expenses	1.0	0.7
Total operating expenses	4.2	11.8

Source: IFRS financial statements of the Fund

Related party transactions

The transactions with related parties were performed in the normal course of business. For more details, please see Annex 1 Condensed Interim Financial Statements.

Financial Ratios

Description	31 March 2024
1. Current liquidity ratio
Current Assets*	2.16
Current Liabilities
*For the computation of this ratio, "Current assets" comprise cash and current accounts, deposits with banks and other assets. "Current liabilities" include payables to shareholders and other liabilities.
2. Debt-to-equity ratio (%)
Borrowings x 100	-
Shareholders' Equity
The Fund had no borrowings as at 31 March 2024 therefore this ratio is nil
3. Receivables turnover ratio - customers (number of days)
Average balance of receivables x 30	n/a
Turnover
This ratio is not applicable to an investment fund.
4. Turnover of non-current assets
Turnover	0.001
Non-current assets
For the computation of this ratio, "Turnover" includes dividend income, net gain/ (loss) from financial instruments at fair value through profit or loss, interest income and other income, while "Non-current assets" included equity investments. This ratio has no significance for an
investment fund.

Source: Sole Director calculations

Subsequent Events

Start of the 15th buyback programme

In accordance with EGM Resolution no. 1/13 February 2024, published in the Official Gazette of Romania, Part IV, no. 955/26 February 2024, the 15th buyback programme refers to the acquisition of a maximum number of 1,000,000,000 ordinary shares and/or equivalent GDRs. The duration of the buyback programme is 8 April 2024 - 31 December 2024. The shares repurchased during this buyback programme will be cancelled. The trade price range for the programme is RON 0.2 per share to RON 1 per share. The implementation of this buyback programme will be done exclusively from own sources.

On 5 April 2024 the Sole Director of the Fund announced that Auerbach Grayson and Swiss Capital have been selected to provide brokerage services for the 2024 buyback programme.

The Fund is allowed to buyback daily up to 25% of the average daily volume of the Fund's shares (whether in the form of ordinary shares or GDRs) on the regulated market on which the purchase is carried out, calculated in accordance with applicable law.

First trade took place on 15 April 2024 on both BVB and LSE. Sole Director will report on a weekly basis on the progress of the 2024 buyback programme according to the legislation in force.

Updates regarding the Board of Nominees

Further to the resolutions adopted during the 26 March 2024 OGM, on 12 April 2024 the Sole Director of the Fund, announced the following updates regarding the BoN membership effective 7 April 2024:

Mr. Marius Alin Andries accepted the mandate as member of the BoN for a period of 3 years, namely until 7 April 2027;
Mr. Nicholas Paris's mandate as BoN member was automatically extended until the first OGM having on the agenda the appointment of a new BoN member.

Also, on 12 April 2024 Mr. Martin Bernstein notified the Fund of his resignation from his positions held within the Fund's Board of Nominees and Consultative Committees. The termination of the mandate agreement will become effective no later than 12 July 2024 (3 months from the date of the notification). The appointment of a new member of the BoN will be on the agenda of the next OGM convened by the Fund's Sole Director.

Resolutions adopted during the 2024 Annual GSM of the Fund

During the 30 April 2024 Annual GSM of the Fund the shareholders mainly approved:

The decrease of the subscribed and paid-up share capital of the Fund by RON 1,098,437,022.28, from RON 2,947,779,186.56 to RON 1,849,342,164.28, pursuant to the cancellation of 2,112,378,889 own shares acquired by the Fund during 2023 through the 14th buy-back programme;
The decrease of the legal reserve of the Fund by RON 57,097,985.69 from RON 646,653,823.00, representing 21.94% of the share capital, to RON 589,555,837.31, representing 20.00% of the share capital as at 31 December 2023. The amount of RON 57,097,985.69 is transferred to retained earnings and remains available for future use by shareholders;

The decrease of the legal reserve of the Fund by RON 219,687,404.45 from RON 589,555,837.31 to RON 369,868,432.86, representing 20.00% of the share capital value after the implementation and effectiveness of the share capital decrease contemplated under item 1 of the 30 April 2024 EGM agenda and subject to (i) the approval by the EGM of item 1 as set out in the 30 April 2024 EGM agenda and (ii) the implementation and effectiveness of the share capital decrease contemplated under item 1 of 30 April 2024 EGM agenda. Following the decrease, the corresponding amount will be transferred to retained earnings and remain available for future use by shareholders;
The Annual Activity Report of the Sole Director of the Fund for the financial year 2023 and the financial statements for the year ended on 31 December 2023; the ratification of all legal acts concluded, adopted or issued on behalf of Fondul Proprietatea, as well as of any management/administration measures adopted, implemented, approved or concluded during 2023, along with the discharge of the Sole Director's for any liability for its administration during 2023;
The Remuneration Report of Fondul Proprietatea for 2023;
The coverage from other reserves of the negative reserves of RON 908,845,063.69 incurred in 2023 financial year derived from the cancelation of the treasury shares acquired during the 13th buyback programme;
The coverage from various elements of retained earnings of the accounting loss of RON 904,097,085.75 incurred in 2023 financial year;
The distribution of a gross dividend of RON 0.06 per share from retained earnings, subject to the approval by the OGM of item 5 as set out in the 30 April 2024 OGM agenda (Payment date 7 June 2024);
The additional fee of EUR 27,000 (before VAT) to Ernst & Young Assurance Services SRL, the financial auditor of the Fund and the approval of the corresponding change of the 2024 budget of the Fund.

Signatures:

14 May 2024

Prepared by

Johan Meyer Catalin Cadaru

Permanent Representative Fund Administration and Oversight Senior Manager

Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director and Alternative Investment Fund Manager of Fondul Proprietatea SA

Contact
Address:	76-80 Buzesti Street, 7th floor, District 1, postal code 011017, Bucharest, Romania.
Web:	www.fondulproprietatea.ro
E-mail:	[email protected] [email protected]
Telephone:	+40 21 200 9600
Fax:	+40 21 200 9631/32 +40 31 630 00 48

Annex 1

FONDUL PROPRIETATEA SA

CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2024

Prepared in accordance with IAS 34 Interim Financial Reporting and applying the Financial Supervisory Authority ("FSA") Norm no. 39/ 28 December 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector, as well as to the Investor Compensation Fund ("FSA Norm 39/2015")

Statement of Comprehensive Income.	1
Statement of Financial Position	2
Statement of Changes in Shareholders' Equity	3
Statement of Cash Flows	5
Notes to the Financial Statements.	6

STATEMENT OF COMPREHENSIVE INCOME FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2024 (all amounts are in RON unless otherwise stated)

	Note	Period ended 31 March 2024	Period ended 31 March 2023
Net (loss)/gain from equity investments at fair
value through profit or loss	5	(8,460,410)	4,064,205
Interest income	6	8,991,604	10,285,395
Net foreign exchange (loss)		(18,945)	(735,045)
Other income, net		394,017	26,659
Net operating income		906,266	13,641,214
Operating expenses	7	(6,287,368)	(25,099,550)
Finance costs		-	-
(Loss) before income tax		(5,381,102)	(11,458,336)
Income tax	8	(421,917)	-
(Loss) for the period		(5,803,019)	(11,458,336)
Other comprehensive income		-	-
Total comprehensive income for the period		(5,803,019)	(11,458,336)
Basic and diluted (loss) per share	9	(0.0016)	(0.0020)

These condensed interim financial statements were authorised for issue on 14 May 2024 by:

Franklin Templeton International Services S.à r.l. Luxembourg, in its capacity of Alternative Investment Fund Manager and Sole Director of Fondul Proprietatea SA

Johan Meyer

Permanent Representative

Prepared by:

Catalin Cadaru

Fund Administration and Oversight Senior Manager

STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2024 (all amounts are in RON unless otherwise stated)

	Note	31 March 2024	31 December 2023
Assets
Cash and current accounts	10	54,513	60,109
Distributions bank accounts	10	478,948,215	547,496,881
Deposits with banks	10	562,664,760	191,368,978
Equity investments	12	1,775,935,904	1,784,396,314
Non-current assets held for sale	13	-	432,616,168
Other assets		2,817	27,704
Total assets		2,817,606,209	2,955,966,154

Liabilities
Payable to shareholders	14 (a)	477,692,454	546,457,941
Other liabilities and provisions	14 (b)	3,537,481	67,328,920
Total liabilities		481,229,935	613,786,861
Equity
Paid share capital	15 (a)	2,947,779,187	2,947,779,187
Other reserves	15 (b)	646,805,769	646,805,769
Treasury shares	15 (c)	(1,873,193,280)	(1,873,193,280)
Retained earnings		614,984,598	620,787,617
Total equity		2,336,376,274	2,342,179,293
Total liabilities and equity		2,817,606,209	2,955,966,154

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2024

(all amounts are in RON unless otherwise stated)

	Share capital	Other reserves	Treasury shares	Retained earnings	Total attributable to the equity holders of the Fund
Balance as at 1 January 2024	2,947,779,187	646,805,769	(1,873,193,280)	620,787,617	2,342,179,293
(Loss) for the period	-	-	-	(5,803,019)	(5,803,019)
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the period	-	-	-	(5,803,019)	(5,803,019)
Total transactions with owners recorded directly in equity	-	-	-	-	-
Balance as at 31 March 2024	2,947,779,187	646,805,769	(1,873,193,280)	614,984,598	2,336,376,274

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2024

(all amounts are in RON unless otherwise stated)

	Share capital	Other reserves	Treasury shares	Retained earnings	Total attributable to the equity holders of the Fund
Balance as at 1 January 2023	3,233,269,111	667,020,430	(1,194,334,988)	11,863,588,989	14,569,543,542
(Loss) for the period	-	-	-	(11,458,336)	(11,458,336)
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the period	-	-	-	(11,458,336)	(11,458,336)
Transactions with owners, recorded directly in equity
Acquisition of treasury shares	-	-	(558,462,029)	-	(558,462,029)
Total transactions with owners recorded directly in equity	-	-	(558,462,029)	-	(558,462,029)
Balance as at 31 March 2023	3,233,269,111	667,020,430	(1,752,797,017)	11,852,130,652	13,999,623,176

STATEMENT OF CASH FLOWS FOR THE THREE-MONTH PERIOD ENDED 31 MARCH 2024 (all amounts are in RON unless otherwise stated)

	Period ended 31 March 2024	Period ended 31 March 2023
Cash flows from operating activities
Proceeds from disposal of equity investments (see note
13)	432,616,168	-
Interest collected	8,536,828	11,043,661
Suppliers and service providers	(4,058,444)	(9,080,081)
Taxes and fees including dividend withholding tax	(44,697,858)	(10,271,807)
Sole Director administration fees	(21,305,091)	(14,852,744)
Other payments performed, net	(39,371)	(196,449)
Net cash flows from operating activities	371,052,232	(23,357,420)
Cash flows from financing activities
Dividends transferred corresponding to shareholders
having specific legal status	(171,337)	-
Acquisition cost of treasury shares	-	(536,718,131)
Net cash flows used in financing activities	(171,337)	(536,718,131)
Net increase/(decrease) in cash and cash equivalents	370,880,895	(560,075,550)
Cash and cash equivalents at the beginning of the
period	191,332,267	911,757,882
Cash and cash equivalents at the end of the period as
per the Statement of Cash Flows	562,213,162	351,682,332
Reconciliation of Statement of Cash Flows with the equivalent items reported in the Statement of Financial Position
	31 March 2024	31 March 2023
Cash and current accounts (see Note 10)	54,513	94,305
Bank deposits with original maturities of less than three
months (see Note 10)	562,158,649	351,588,027
	562,213,162	351,682,332
Interest accrued on bank deposits (see Note 10)	506,111	157,819
Distributions bank accounts (see Note 10)	478,948,215	69,826,326
Total cash and current accounts, distribution accounts,
deposits with banks as per Statement of Financial
Position	1,041,667,488	421,666,477

(all amounts are in RON unless otherwise stated)

1. General information

Fondul Proprietatea SA (referred to as "Fondul Proprietatea" or "the Fund") was incorporated as a joint stock company, undertaking for collective investment, in the form of a closed end investment company, based on Law no. 247/2005 on the reform in the field of property and justice and other adjacent measures, as subsequently amended ("Law 247/2005") and registered in Bucharest on 28 December 2005. The address of the Fund's registered office is 76 - 80, Buzesti Street, 7th Floor, District 1, Bucharest.

Starting 1 April 2016, Fondul Proprietatea is an alternative investment fund as defined by the Directive 2011/61/EU ("Alternative Investment Fund Managers Directive") and by the Romanian legislation. On 28 January 2022, the Financial Supervisory Authority authorized Fondul Proprietatea as a closed-end Alternative Investment Fund intended to retail investors, with BRD Groupe Société Générale as depositary. The Fund undertakes its activities in accordance with Law 24/2017 on issuers of financial instruments and market operations, Law 74/2015 regarding Alternative Investment Fund Managers, Law 247/2005, Law 297/2004 regarding the capital market, as subsequently amended, Law 243/2019 regulating the alternative investment funds and amending and supplementing certain normative acts and Companies Law 31/1990 republished as subsequently amended and it is an entity authorised, regulated and supervised by the FSA, as an issuer. In accordance with its Constitutive Act, the main activity of the Fund is the management and administration of its portfolio.

The Fund was initially established to allow the payment in shares equivalent of the compensation due in respect of abusive expropriations undertaken by the Romanian State during the communist period, when properties were not returned in kind. Beginning with 15 March 2013, the compensation process was suspended and starting January 2015, the Romanian State decided to use a different compensation scheme that no longer involves the payment in Fondul Proprietatea shares equivalent.

Starting with 1 April 2016 the Fund is managed by Franklin Templeton International Services S.à r.l. ("FTIS") as its Sole Director and Alternative Investment Fund Manager ("AIFM") under the Alternative Investment Fund Managers Directive and local implementation regulations.

During the September 2023 GSM, the shareholders of the Fund approved the Sole Director's mandate renewal for a period of 1 year, starting on 1 April 2024 and ending on 31 March 2025. The related contractual terms along with the execution of the Management Agreement were approved by the Fund's shareholders during the 26 March 2024 OGSM.

During the same September 2023 GSM, the shareholders also approved that the Board of Nominees should launch a transparent and competitive selection procedure for the appointment of a new director based on investment expertise and experience for a mandate not exceeding four years from 1 April 2024, in accordance with the legal provisions in force. The shareholders also approved that the Board of Nominees is empowered to establish new terms and conditions for the evaluation and remuneration of the manager of the Fund corresponding to the new objectives, in line with international best practices and present them for approval by the GSM.

Since 25 January 2011, Fondul Proprietatea has been a listed company on the spot regulated market managed by the Bucharest Stock Exchange in Tier I Shares of the Equity Sector of the market, under ISIN number ROFPTAACNOR5 with the market symbol "FP". Since 29 April 2015, the Fund's Global Depositary Receipts ("GDR") have been listed on the London Stock Exchange – Specialist Fund Market, under ISIN number US34460G1067, with the market symbol "FP.". The Bank of New York Mellon has been appointed by the Fund to act as depositary bank in relation to the GDR facility. The GDR facility is limited to one-third of the Fund's subscribed share capital under the Romanian securities regulations, each GDR representing 50 shares, and the currency of the GDRs is the US dollar.

These condensed interim financial statements for the three-month period ended 31 March 2024 are not audited.

(all amounts are in RON unless otherwise stated)

2. Basis of preparation

(a) Statement of compliance

These condensed interim financial statements for the three-month period ended 31 March 2024 have been prepared in accordance with IAS 34 Interim financial reporting and applying the FSA Norm 39/2015. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2023, prepared in accordance with IFRS. These condensed interim financial statements are available starting with 15 May 2024, on the Fund's official webpage, www.fondulproprietatea.ro and at the Fund's registered office.

The Fund is an investment entity and does not consolidate its subsidiaries as it applies IFRS 10, IFRS 12 and IAS 27 (Investment Entities). In consequence, the Fund does not prepare consolidated financial statements, the separate financial statements being the Fund's only financial statements. The Fund has reassessed the criteria for being an investment entity for the three-month period ended 31 March 2024 and determined that it continues to meet them.

In determining whether the Fund meets the criteria from the definition of an investment entity, the management considered the investments portfolio structure and the Fund's investment objective. Aspects considered in making this judgement were the fact that the Fund has more than one investment, more investors neither of which are related parties of the Fund and the ownership interests from its portfolio are in the form of equity. The Fund's investment objective is a typical one for an investment entity, respectively the maximization of returns to shareholders and the increase of the net asset value per share via investments in Romanian equities and equity-linked securities.

The Fund's management analysis considered also other relevant factors, including the fact that substantially all Fund investments are accounted for using the fair value model, the Fund has a set exit strategy for its equity positions through initial public offerings and/or private placements.

(b) Going concern

The Fund's Sole Director has at the authorization date of these condensed interim financial statements, a reasonable expectation that the Fund has adequate resources to meet all its obligations as and when they fall due and continue in operational existence for the foreseeable future. Thus, it continues to adopt the going concern basis of accounting in preparing the financial statements.

According to the Fund's Constitutive Act, the duration of Fondul Proprietatea is until 31 December 2031 and it may be extended by the extraordinary general meeting of shareholders, with additional periods of 5 years.

During the same GSM, the Board of Nominees was empowered by the shareholders to initiate, organize a transparent selection procedure for a Fund Manager after 1 April 2025 and to establish new objectives, performance criteria and remuneration conditions realigned with these objectives and present them for approval by the shareholders.

While assessing the appropriateness of the going concern basis, the Sole Director has also analysed the following events, factors and conditions related to the Fund's ability to continue as a going concern.

These events, factors and conditions include, but are not limited to: the portfolio structure/composition at the end of the reporting period and expected developments/events for a period of at least 12 months, cash management policies and procedures implemented and related cash flow projections as well as shareholders decisions.

(all amounts are in RON unless otherwise stated)

2. Basis of preparation (continued)

(b) Going concern (continued)

The Sole Director has concluded that the Fund is operating under normal circumstances relevant for a closed end fund, and there are no significant developments relevant to the going concern assessment compared to the latest audited financial statements.

(c) Basis of measurement

These condensed interim financial statements have been prepared on a fair value basis for the main part of the Fund's assets (equity investments, non-current assets held for sale, respectively), and on the historical cost or amortised cost basis for the rest of the items included in the financial statements.

(d) Functional and presentation currency

These condensed interim financial statements are prepared and presented in Romanian Lei (RON), which is the Fund's functional and presentation currency. All financial information presented in RON has been rounded to the nearest unit.

(e) Foreign currency

Transactions in foreign currency are translated into the functional currency of the Fund at the exchange rate valid at the date of the transactions. Monetary assets and liabilities denominated in foreign currency at the reporting date are translated into the functional currency at the exchange rate valid at that date. Non-monetary assets and liabilities denominated in foreign currency that are measured at fair value are translated into the functional currency at the exchange rate valid at the date of the transaction and are not subsequently remeasured.

The exchange rates of the main foreign currencies, published by the National Bank of Romania at 31 March 2024 were as follows: 4.9695 RON/EUR, 4.6078 RON/USD and 5.8126 RON/GBP (31 March 2023: 4.9491 RON/EUR, 4.5463 RON/USD and 5.6256 RON/GBP).

(f) Use of estimates

The preparation of these condensed interim financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information and critical judgements in applying accounting policies with significant areas of estimation uncertainty that have the most significant impact on the amounts recognised in these condensed interim financial statements are included in the following notes:

Note 4 Financial assets and financial liabilities;
Note 11 Deferred tax;
Note 12 Equity investments;
Note 13 Non-current assets held for sale;
Note 16 Contingencies.

The Fund uses measurement techniques to develop accounting estimates in regards to the valuation of its holdings and other relevant assets and liabilities. It does so in order to measure these items at monetary amounts that cannot be observed directly and must instead be estimated.

(all amounts are in RON unless otherwise stated)

2. Basis of preparation (continued)

(g) The impact of the Russia – Ukraine military conflict on the Fund's financial position

On 24 February 2022, Russia engaged in military actions on Ukraine territory. The Fund does not have any direct exposure to Russia or Ukraine. The Sole Director is closely monitoring developments that may impact financial markets including sanctions, actions by governments and developments in Ukraine itself. The Sole Director will further assess the impact on the portfolio companies operations and valuation and take any potential actions needed, as facts and circumstances are subject to change and may be specific to investment strategies and jurisdictions. At the authorization date of these condensed interim financial statements, the Sole Director is not able to reliably estimate the impact as events are unfolding day-by-day.

The Fund's Sole Director will continue to closely monitor the evolution of the economic environment and the effects of the economic measures applied on a national and international level.

3. Material accounting policies

The material accounting policies applied in these condensed interim financial statements are the same as those applied in the Fund's financial statements for the year ended 31 December 2023 and have been applied consistently to all periods presented in these condensed interim financial statements.

4. Financial assets and financial liabilities

Accounting classifications and fair values

The table below presents the carrying amounts and fair values of the Fund's financial assets and financial liabilities:

31 March 2024	Other financial assets at amortised cost	Fair value through profit or loss	Other financial liabilities at amortised cost	Total carrying amount	Fair value
Cash and current
accounts	54,513	-	-	54,513	54,513
Distributions bank
accounts	478,948,215	-	-	478,948,215	478,948,215
Deposits with
banks	562,664,760	-	-	562,664,760	562,664,760
Equity investments	-	1,775,935,904	-	1,775,935,904	1,775,935,904
Other financial
liabilities	-	-	(2,898,602)	(2,898,602)	(2,898,602)
Payable to
shareholders	-	-	(477,692,454)	(477,692,454)	(477,692,454)
Total	1,041,667,488	1,775,935,904	(480,591,056)	2,337,012,336	2,337,012,336

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Accounting classifications and fair values (continued)

	Other financial assets at amortised	Fair value through profit	Other financial liabilities at	Total carrying
31 December 2023	cost	or loss	amortised cost	amount	Fair value
Cash and current
accounts	60,109	-	-	60,109	60,109
Distributions bank
accounts	547,496,881	-	-	547,496,881	547,496,881
Deposits with banks	191,368,978	-	-	191,368,978	191,368,978
Equity investments	-	1,784,396,314	-	1,784,396,314	1,784,396,314
Non-current assets
held for sale	-	432,616,169	-	432,616,169	432,616,169
Other financial
liabilities	-	-	(22,952,573)	(22,952,573)	(22,952,573)
Payable to
shareholders	-	-	(546,457,941)	(546,457,941)	(546,457,941)
Total	738,925,968	2,217,012,483	(569,410,514)	2,386,527,937	2,386,527,937

Fair value hierarchy

The Fund classifies the fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurement, the levels of the fair value hierarchy being defined as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Fund can access at the measurement date;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

For the financial investments classified as Level 1, the Fund had adequate information available with respect to active markets, with sufficient trading volume, for obtaining accurate prices.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety.

Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties, to the extent that the Fund believes that a third-party market participant would consider these factors in pricing a transaction.

If a fair value measurement uses observable inputs that require significant adjustments based on unobservable inputs, that financial instrument is classified on Level 3. Assessing the significance of an input to the fair value measurement in its entirety requires significant judgment, considering factors specific to the asset.

The Fund considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Fair value hierarchy (continued)

The table below presents the fair value amount and hierarchy of financial instruments carried at amortised cost as at 31 March 2024 and as at 31 December 2023:

31 March 2024	Amortised cost	Level 1	Level 2	Level 3	Total
Cash and current
accounts	54,513	54,513	-	-	54,513
Distributions bank
accounts	478,948,215	478,948,215	-	-	478,948,215
Deposits with banks	562,664,760	562,664,760	-	-	562,664,760
Other financial
liabilities	(2,898,602)	-	-	(2,898,602)	(2,898,602)
Payable to
shareholders	(477,692,454)	-	-	(477,692,454)	(477,692,454)
Total	561,076,432	1,041,667,488	-	(480,591,056)	561,076,432

	Amortised		Level
31 December 2023	cost	Level 1	2	Level 3	Total
Cash and current
accounts	60,109	60,109	-	-	60,109
Distributions bank
accounts	547,496,881	547,496,881	-	-	547,496,881
Deposits with banks	191,368,978	191,368,978	-	-	191,368,978
Other financial liabilities	(22,952,573)	-	-	(22,952,573)	(22,952,573)
Payable to shareholders	(546,457,941)	-	-	(546,457,941)	(546,457,941)
Total	169,515,454	738,925,968	-	(569,410,514)	169,515,454

Considering the nature of the amounts (very short maturities and immaterial counterparty credit risk) the carrying amounts approximate the fair value of the instruments presented above.

The table below presents the classification of the financial instruments carried at fair value by fair value hierarchy level, based on the inputs used in making the measurement:

31 March 2024	Level 1	Level 2	Level 3	Total
Equity investments:	103,860,717	-	1,672,075,187	1,775,935,904
Power utilities: generation	-	-	56,840,465	56,840,465
Infrastructure	-	-	1,235,851,681	1,235,851,681
Heavy industry	-	-	346,984,407	346,984,407
Aluminium	103,860,717	-	-	103,860,717
Postal services	-	-	17,398,691	17,398,691
Others	-	-	14,999,944	14,999,944
Total	103,860,717	-	1,672,075,187	1,775,935,904

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Fair value hierarchy (continued)

31 December 2023	Level 1	Level 2	Level 3	Total
Equity investments:	112,242,460	-	1,672,153,855	1,784,396,314
Power utilities: generation	-	-	56,840,465	56,840,465
Infrastructure	-	-	1,235,851,681	1,235,851,681
Heavy industry	-	-	346,984,407	346,984,407
Aluminium	112,242,460	-	-	112,242,460
Postal services	-	-	17,398,691	17,398,691
Others	-	-	15,078,611	15,078,611
Non-current assets held for sale
(Power and gas utilities:
distribution, supply)*	-	432,616,168	-	432,616,168
Total	112,242,460	432,616,168	1,672,153,855	2,217,012,482

*On 22 December 2023 the Fund and the majority shareholder of the Engie Romania SA, GDF International S.A, entered into an agreement for the sale of the entire shareholding in the company as described below. As such, the Fund has classified this holding as Level 2 as its value has been derived from the agreed upon sale price.

Valuation process

The Fund has an established control framework with respect to the measurement of fair values. This framework includes a valuation department and a valuation committee, both independent of portfolio management which have overall responsibility for fair value measurements.

The Fund's Sole Director believes that the fair values of the equity investments presented in these financial statements represent the best estimates based on available information and under the current conditions.

The valuations are based on prevailing market, economic and other conditions at the valuation date and correspond with the current context in the global financial markets. To the extent possible, these conditions were reflected in the valuation. However, the factors driving these conditions can change over relatively short periods of time. The impact of any subsequent changes in these conditions on the global economy and financial markets generally, and on the Fund's portfolio holdings specifically, could impact the estimated fair values in the future, either positively or negatively.

The achievement of the forecasts included in the valuation reports critically depends on the assumptions used, on the specific developments of the portfolio companies' business, on government legislation and, in case of electricity sector, on the decisions regarding the regulated tariffs for electricity distribution as well as on the continuing restructuring process of the power sector. As a result, the current valuation may not have identified, or reliably quantified the impact of all such uncertainties and implications.

The valuation process is performed at least annually by the Fund with support from independent external valuation service providers and has in scope all unlisted and listed illiquid companies, except companies which are in in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity which are valued at nil.

The valuation reports were prepared as at 31 October 2023 (for 31 March 2023: 31 October 2022), based on the financial information available for the companies under valuation at 30 September 2023 (for Romaero SA and Mecon SA, which have been valued based on public information, the valuation date is 30 June 2023) and took into consideration all relevant corporate events up to 31 December 2023.

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Valuation process (continued)

Following the subsequent events analysis performed by the Sole Director with the assistance of the external valuators with the purpose of checking if any significant events occurred between the valuation reports valuation date and the authorization date of the 2023 financial statements for the unlisted and listed but illiquid portfolio, a new report was prepared for Complexul Energetic Oltenia SA (valuation date:31 December 2023) which included a valuation of RON 56.8 million for the company.

On 22 December 2023 the Fund and the majority shareholder of the company, GDF International S.A, entered into an agreement for the sale of the entire holding in Engie Romania S.A. The Fund updated the valuation of this holding accordingly. The entire holding was sold on 20 February 2024 as described in Note 13 – Non-current assets held for sale.

For all holdings, the Fund's management has analysed the period between the date of the valuation reports and the date when these condensed interim financial statements were authorised for issue and there was no information known or available to the Fund's management which may have significant impact on the fair values of the equity investments as at the reporting date, as they are presented in these condensed interim financial statements.

Considering the economic uncertainties, the risks and the volatility existing in the capital markets, the Fund's Sole Director closely monitors the evolution of the economic environment and the effects of the economic measures on the Fund's portfolio companies. The Fund's Sole Director will perform a periodic analysis of the available portfolio companies' financial information and of multiples values of publicly traded peer companies and will adjust the value of unlisted holdings accordingly, if the case.

The economic uncertainties are expected to continue in the foreseeable future and consequently, there is a possibility that the assets of the Fund are not recovered at their carrying amounts in the ordinary course of business. A corresponding impact on the Fund's profitability cannot be estimated reliably as of the date of these interim condensed financial statements.

Valuation process Financial assets measured at fair value – Level 3

The table below presents the movement in Level 3 equity investments during the three-month periods ended 31 March 2024 and 31 March 2023:

	3 months ended 31	3 months ended 31
	March 2024	March 2023
	Equity investments	Equity investments
Opening balance	1,672,153,855	13,582,168,395
Net unrealised (loss) recognised in profit or loss	(78,668)	(5,046,385)
Reclassification to non-current assets held for sale	-	(588,800,000)
Closing balance	1,672,075,187	12,988,322,010

The valuation for the Level 3 equity investments as at 31 March 2024 and 31 December 2023 was prepared as follows:

96.56% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 31 October 2023;
3.40% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 31 December 2023;
0.04% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price - Considering materiality aspects, IOR SA although considered illiquid, was valued using the market price;
the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil.

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Valuation process Financial assets measured at fair value – Level 3 (continued)

As at 31 March 2024 and 31 December 2023, the fair value for 2.3% of the Level 3 equity investments was determined by applying the market comparison technique using comparable trading multiples for EBITDA and Price/Earnings indicators, while the fair value for almost 97.5% of the Level 3 equity investments was determined by applying the income approach using the discounted cash flow method.

For Level 3, the equity investments valuations were performed using valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs, which ensures that the underlying data is accurate, and that appropriate inputs were used in the valuation.

Significant unobservable inputs are the following:

Revenue multiple: is a tool used to appraise businesses based on market comparison to similar public companies. Revenue based business value estimation may be preferred to earnings multiple valuation whenever there is uncertainty regarding some of a company's expenses. The most common tendency is to value a firm based on its sales whenever this number is the most direct indication of a company's earning capacity.

EBITDA multiple: represents the most relevant multiple used when pricing investments and it is calculated using information from comparable public companies (similar geographic location, industry size, target markets and other factors that valuers consider to be reasonable). The traded multiples for comparable companies are determined by dividing the enterprise value of a company by its EBITDA and further discounted for considerations such as the lack of marketability and other differences between the comparable peer group and specific company.

Discount for lack of marketability: represents the discount applied to the comparable market multiples to reflect the liquidity differences between a portfolio company relative to its comparable peer group. Valuers estimate the discount for lack of marketability based on their professional judgement after considering market liquidity conditions and company-specific factors.

Discount for lack of control: represents the discount applied to reflect the absence of the power of control considered under the discounted cash flow method, in order to derive the value of a minority shareholding in the equity of subject companies.

Weighted average cost of capital: represents the calculation of a company's cost of capital in nominal terms (including inflation), based on the Capital Asset Pricing Model. All capital sources (shares, bonds and any other long-term debts) are included in a weighted average cost of capital calculation.

Long-term growth rate (g), also known as the terminal growth rate, is the rate at which a company's cash flows are expected to grow indefinitely into the future. It represents the long-term sustainable growth that a company can achieve.

Price/Earnings multiple ("P/E"): Price/Earnings ratio is a market prospect ratio that calculates the market value of an investment relative to its earnings by comparing the market price per share by the earnings per share. It shows what the market is willing to pay for an investment based on its current earnings. Investors often use this ratio to evaluate what an investment's fair market value should be by predicting future earnings per share.

For the portfolio company CN Aeroporturi Bucuresti SA a significant unobservable input is linked to the final outcome of the share capital increase process that the company needs to implement by incorporating the plot of land. Assuming the share capital increase is performed at a reasonable valuation of the plot of land, it is the Fund's intention to participate with cash in order to preserve its stake in the holding.

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Valuation process Financial assets measured at fair value – Level 3 (continued)

The Fund will initiate any necessary legal actions to protect the interest of the shareholders, as needed and depending on the future actions the company will take related to the capital increase process. Please see Note 12 Equity investments – CNAB litigation section for more information.

Fondul Proprietatea is not directly affected by climate related matters. However, Fondul owns holdings in a number of portfolio companies which by the specific of their activity are impacted by climate related matters. The assessment of climate-related factors and their impact on valuation require comprehensive and detailed company-specific data related to a set of environmental, ecological, economic, social and governance factors. The process of reaching a globally accepted set of standards to incorporate ESG considerations into the valuation of a business is still in progress. For the relevant portfolio companies, based on the information available, under income approach a higher volatility embedded in the market risk premium was considered compared to previous year. Given the lack of transparency regarding the ESG impact on the portfolio companies and peers' profitability and future growth, generally no adjustments were applied in the market multiples used as within the market approach, as these were deemed to already reflect the investors perspective regarding the companies' profitability and risk related to ESG factors. Please note that at 31 March 2024 and 31 December 2023 the income approach is the main method for most of the portfolio holdings (97.5%) as described below.

The following tables set out information about the significant unobservable inputs used at 31 March 2024 and 31 December 2023 in measuring equity instruments classified as Level 3 in the fair value hierarchy:

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Valuation process Financial assets measured at fair value – Level 3 (continued)

Financial assets	Fair value as at 31 March 2024	Main valuation technique	Unobservable inputs range (weighted average)	Relationship of unobservable inputs to fair value
Total	1,672,075,187
Unlisted equity instruments and listed illiquid equity	1,629,935,366	Income approach – discounted cash flow method (DCF)	EBIT estimated for each company	The higher the EBIT estimates, the higher the fair value.
			Weighted average cost of capital ranging from 11.4% - 16.91% (12.99%)	The lower the weighted average cost of capital, the higher the fair value.
instruments			Discount for lack of marketability ranging from 11.4% - 16.1% (15.77%)	The lower the discount for the lack of marketability, the higher the fair value.
			Discount for lack of control: 0% - 27% (18.29%)	The lower the discount for the lack of control, the higher the fair value.
			Long-term growth rate: 2.50% - 3% (2.50%)	The higher the long-term growth rate, the higher the fair value.
Unlisted equity	21,800,958	Market approach - comparable companies (based on EBITDA multiple)	EBITDA estimated for each company	The higher the EBITDA estimates, the higher the fair value.
instruments			EBITDA multiple: 4.80 Discount for lack of	The higher the EBITDA multiple, the higher the fair value.
			marketability: 16.1%	The lower discount for lack of marketability, the higher the fair value.
Unlisted equity instruments	17,398,691	Market approach - comparable companies (based on Price /Earnings multiple)	Price/Earnings value: 6.09	The higher the Price /Earnings multiple, the higher the fair value.
			Discount for lack of marketability: 22.1%	The lower the discount for the lack of marketability, the higher the fair value.
Listed illiquid equity	2,389,495	Asset based approach	Discount for lack of marketability: 30.1%	The lower discount for lack of marketability, the higher the fair value.
instruments				The asset based approach implies actual financial data obtained for the company (public) based on which quantitative un observable adjustments are made by the valuers. The significance of the adjustment is directly seen in the resulting value of the company.
Unlisted equity instruments	-	Market approach - comparable companies (based on Revenue multiple)	Revenue multiple: 0.5	The costs with emission certificates that were not provisioned were higher than the estimated value of the enterprise, thus the market method approach resulted in a valuation of 0 Lei and the DCF method could not be applied, because all future cash flows were negative.
Listed illiquid equity instruments	550,677	Bucharest Stock Exchange reference price	These shares are traded infrequently and have little price transparency. Fair values for these equity instruments were considered to be those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority.

(all amounts are in RON unless otherwise stated)

4. Financial assets and financial liabilities (continued)

Valuation process Financial assets measured at fair value – Level 3 (continued)

Financial assets	Fair value as at 31 December 2023	Main valuation technique	Unobservable inputs range (weighted average)	Relationship of unobservable inputs to fair value
Total	1,672,153,855
Unlisted equity instruments and listed illiquid equity instruments	1,629,935,366	Income approach – discounted cash flow method (DCF)	EBIT estimated for each company	The higher the EBIT estimates, the higher the fair value.
			Weighted average cost of capital ranging from 11.4% - 16.91% (12.99%)	The lower the weighted average cost of capital, the higher the fair value.
			Discount for lack of marketability ranging from 11.4% - 16.1% (15.77%)	The lower the discount for the lack of marketability, the higher the fair value.
			Discount for lack of control: 0% - 27% (18.29%)	The lower the discount for the lack of control, the higher the fair value.
			Long-term growth rate: 2.50% - 3% (2.50%)	The higher the long-term growth rate, the higher the fair value.
Unlisted equity instruments	21,800,958	Market approach - comparable companies (based on EBITDA multiple)	EBITDA estimated for each company	The higher the EBITDA estimates, the higher the fair value.
			EBITDA multiple: 4.80	The higher the EBITDA multiple, the higher the fair value.
			Discount for lack of marketability: 16.1%	The lower discount for lack of marketability, the higher the fair value.
Unlisted equity instruments	17,398,691	Market approach - comparable companies (based on Price /Earnings multiple)	Price/Earnings value: 6.09 Discount for lack of	The higher the Price /Earnings multiple, the higher the fair value.
			marketability: 22.1%	The lower the discount for the lack of marketability, the higher the fair value.
Listed illiquid equity	2,389,495	Asset based approach	Discount for lack of marketability: 30.1%	The lower discount for lack of marketability, the higher the fair value.
instruments				The asset based approach implies actual financial data obtained for the company (public) based on which quantitative un observable adjustments are made by the valuers. The significance of the adjustment is directly seen in the resulting value of the company.
Unlisted equity instruments	-	Market approach - comparable companies (based on Revenue multiple)	Revenue multiple: 0.5	The costs with emission certificates that were not provisioned were higher than the estimated value of the enterprise, thus the market method approach resulted in a valuation of 0 Lei and the DCF method could not be applied, because all future cash flows were negative.
Listed illiquid equity instruments	629,346	Bucharest Stock Exchange reference price	calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority.	These shares are traded infrequently and have little price transparency. Fair values for these equity instruments were considered to be those used in the

As at 31 March 2024 and 31 December 2023, the Fund's investments in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at nil.

Although Fund's management believes that its estimates of fair value for these equity investments are appropriate, the use of different methodologies or assumptions could lead to different measurement of fair value.

(all amounts are in RON unless otherwise stated)

5. Net (loss)/gain from equity investments at fair value through profit or loss

	3 months ended 31 March 2024	3 months ended 31 March 2023
Unrealised gain from equity investments
at fair value through profit or loss	-	9,310,969
Unrealised loss from equity investments
at fair value through profit or loss	(8,460,410)	(5,246,764)
Total	(8,460,410)	4,064,205

The unrealised gain from equity investments at fair value through profit or loss for the three-month period ended 31 March 2023 was mainly generated by the change in fair value for the holding in Alro SA (unrealised gain of RON 9,110,589).

The unrealised loss from equity investments at fair value through profit or loss for the three-month period ended 31 March 2024 was mainly generated by the negative change in fair value for the holding in Alro SA (unrealised loss of RON 8,381,742).

The unrealised loss from equity investments at fair value through profit or loss for the three-month period ended 31 March 2023 was generated by the negative change in fair value for the holding in Romaero SA (unrealised loss of RON 5,246,764).

The amounts presented above refer to the net gain and loss for the period at portfolio holding level.

6. Interest income

The interest income recorded for the three month periods ended 31 March 2024 and 31 March 2023, were generated through cash placements performed by the Fund under the regular cash management process. A significant part of the income recorded for the three-month period ended 31 March 2024 was generated by interest on distribution accounts – 4.9% of September 2023 distribution amount has not yet been collected by shareholders until 31 March 2024 (see Note 10 for more details).

7. Operating expenses

	3 months ended	3 months ended
	31 March 2024	31 March 2023
Third party services (i)	2,873,753	1,587,495
FTIS administration fees (ii)	2,039,877	13,297,359
FSA monthly fees (iii)	542,523	3,405,539
BON remunerations and related taxes (iv)	425,889	425,889
Other Board of Nominees related costs (v)	339,293	225,477
Depositary bank fee	13,071	60,134
Intermediaries and other transaction related fees	-	6,038,912
Other operating expenses	52,962	58,745
	6,287,368	25,099,550

(all amounts are in RON unless otherwise stated)

7. Operating expenses (continued)

(i) Third party services

Third party services recorded during the period included the following categories of expenses:

	3 months ended	3 months ended
	31 March 2024	31 March 2023
Legal consultancy and litigation assistance	1,134,852	548,585
Regulatory and compliance expenses	368,105	138,145
Financial auditor's fees	332,687	332,779
GSM organization	239,263	156
Tax compliance and advisory services	149,218	108,014
Public relations services	131,394	90,229
Software maintenance	92,460	53,204
Investors' relations expenses	33,533	295,913
Other services	392,241	20,470
	2,873,753	1,587,495

Other services mainly include government relations consultant fees, portfolio valuation costs, internal audit fees and Central Depositary distribution fees.

The financial audit fees are recorded in the year they relate to. The financial auditor of Fondul Proprietatea for the financial year ended 31 December 2023 and for the financial year which will end on 31 December 2024 is Ernst & Young Assurance Services SRL.

(ii) FTIS administration fees

The administration fees include the base fee and the distribution fee. The distribution fee related to dividend distributions to shareholders is recognised through profit or loss while the distribution fee related to the buy-backs is recognised directly in equity as buy-backs acquisition cost.

The administration fees recorded during the quarter ended 31 March 2024 and the quarter ended 31 March 2023 are presented in the table below:

	3 months ended 31 March 2024	3 months ended 31 March 2023
Base fee	2,039,877	13,297,359
Administration fees recognised in profit or loss	2,039,877	13,297,359
Distribution fees related to buy-backs recognised in
equity	-	13,078,189
Total administration fees	2,039,877	26,375,549

The administration fees are invoiced and paid on a quarterly basis. The decrease in base fee seen between the two periods is due to the fact that the Fund's total market capitalization (calculation base for the fee) significantly decreased following Hidroelectrica IPO proceeds distribution and also due to buybacks performed.

The distribution fees related to buy-backs recognised in equity are included in caption Treasury Shares in the Statement of Financial position for both 31 March 2024 and 31 December 2023.

(iii) FSA monthly fees

During the first quarter of 2024 and the first quarter of 2023, the FSA fee was 0.0078% per month applied on the total net asset value. The decrease seen between the two periods is due to the fact that the Fund's total net asset value significantly decreased following Hidroelectrica IPO proceeds distribution and also due to buybacks performed.

(all amounts are in RON unless otherwise stated)

7. Operating expenses (continued)

(iv) BON remunerations and related taxes

Remunerations and related taxes included the remunerations paid to the members of the Board of Nominees as well as the related taxes and contributions payable to the Romanian State budget (see Note 17 (a) Related parties for further details).

(v) Other Board of Nominees related costs

Other costs incurred by the Fund in relation to the members of the Board of Nominees comprised:

	3 months ended 31 March 2024	3 months ended 31 March 2023
Professional insurance costs	243,564	114,467
Costs with accommodation, transport, meals etc.	77,034	111,010
Advisory services	18,694	-
	339,293	225,477

Advisory services for the three-month period ended 31 March 2024 include legal consultant fees engaged to support the Board of Nominees in performing their duties.

8. Income tax

	3 months ended 31 March 2024	3 months ended 31 March 2023
Reconciliation of effective tax rate
Net (loss) for the period	(5,803,019)	(11,458,336)
Income tax	(421,917)	-
(Loss) excluding income tax	(5,381,102)	(11,458,336)
Income tax benefit using the standard tax rate (16%)	860,976	1,833,334
Impact on the income tax of:
Non-taxable income (other than dividend income)	72,663,473	10,629,643
Deductions	1,748	-
Non-deductible expenses	(74,932,587)	(13,734,142)
Fiscal result impact in the current period considering
the available for use brought forward fiscal loss	984,473	1,271,165
Tax on income	(421,917)	-

As described at Note 4 – Risk Management of the annual financial statements for the year ended 31 December 2023, starting with 1 January 2024, entities showing a tax profit will be able to offset only 70% of this tax profit with past tax losses. The remaining 30% of any tax profit is subject to Romanian corporate income tax at the 16%.

The fiscal result impact as at 31 March 2024 of RON 984,473 represents the utilizable amount at 31 March 2024 of the brought forward fiscal loss as per the legislative change presented above.

The fiscal result impact as at 31 March 2023 of RON 1,271,165 included in the table above represents the current tax on profit for the quarter ended 31 March 2023 which was offset by the Fund's tax losses carried forward.

Non-taxable income and non-deductible expenses are mainly generated by fair value gains / losses and by dividend income related to the equity portfolio companies in which the Fund has held more than 10% stake for more than one year continuously.

Regarding the deferred tax computation and recognition, please see Note 11 Deferred tax.

(all amounts are in RON unless otherwise stated)

9. Basic and diluted (loss)/earnings per share

Basic earnings per share is calculated by dividing the profit or loss for the period by the weighted average number of ordinary paid shares in issue during the period, excluding the average number of ordinary shares purchased by the Fund and held as treasury shares (based on their settlement date). As at 31 March 2024 and 31 March 2023, none of the Fund's issued shares or other instruments had dilutive effect, therefore basic and diluted earnings per share are the same.

	3 months ended	3 months ended
	31 March 2024	31 March 2023
(Loss) for the period	(5,803,019)	(11,458,336)
Weighted average number of ordinary shares	3,556,427,239	5,625,675,340
Basic and diluted (loss) per share	(0.0016)	(0.0020)

10. Cash and current accounts, deposits with banks and distribution accounts

	31 March 2024	31 December 2023
Petty cash	416	416
Current accounts with banks	54,097	59,693
Cash and current accounts	54,513	60,109

	31 March 2024	31 December 2023
Bank deposits with original maturities
of less than three months	562,158,649	191,272,158
Interest accrued on bank deposits	506,111	96,820
Deposits with banks	562,664,760	191,368,978
	31 March 2024	31 December 2023
Distributions bank accounts	477,469,036	546,066,907
Interest accrued on distributions bank accounts	1,479,179	1,429,974
Distributions bank accounts	478,948,215	547,496,881

The cash held in the distributions bank accounts can only be used for payments to shareholders. Such payments are subject to a general statute of limitation, respectively the shareholders may request the payments only within a three-year term starting with the distribution payment date, except for specific instances that are individually assessed.

As described in Note 3 – Material accounting policies of the annual financial statements for the year ended 31 December 2023, the distribution accounts have the nature of an account for dividend payments restricted for operational use (for any other use than payments to shareholders) until the 3-year statute of limitation expires. As a result, the distribution accounts are not included in cash and cash equivalents for the purpose of cash flow statement presentation.

11. Deferred tax

As at 31 March 2024 and 31 December 2023 there is no significant temporary difference between the carrying amount and tax base of assets and liabilities that could result in amounts that are deductible/ taxable when determining taxable profit or tax loss of future periods. In consequence, as at 31 March 2024 and 31 December 2023, the net deferred tax position is nil as the Fund did not recognise any deferred tax asset or deferred tax liability.

(all amounts are in RON unless otherwise stated)

11. Deferred tax (continued)

As at 31 March 2024 the unused fiscal loss carried forward amounts to RON 478,894,734 out of which RON 282,240,939 will expire on 31 December 2027 and RON 196,653,795 will expire on 31 December 2029.

As at 31 December 2023 the unused fiscal loss carried forward amounts to RON 485,047,689 out of which RON 288,393,894 will expire on 31 December 2027 and RON 196,653,795 will expire on 31 December 2029.

There was no movement in the deferred tax position during the three-month periods ended 31 March 2024 and 31 March 2023. The deferred tax balances during both these periods were zero.

12. Equity investments

All Fund's equity investments are classified at fair value through profit or loss.

The equity instruments of the Fund are valued at fair value as follows:

At fair value, determined either by reference to published prices on the stock exchange where shares are traded (listed and liquid securities) or assessed using valuation techniques in accordance with International Valuation Standards (unlisted and listed illiquid securities);
Valued at nil, for holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity.

Portfolio

As at 31 March 2024 and 31 December 2023 the Fund's portfolio comprised the following holdings:

	31 March 2024	31 December 2023
CN Aeroporturi Bucuresti SA	877,699,934	877,699,934
Administratia Porturilor Maritime SA	328,299,993	328,299,993
Societatea Nationala a Sarii SA	318,399,807	318,399,807
Alro SA	103,860,717	112,242,460
Complexul Energetic Oltenia SA	56,840,465	56,840,465
Zirom SA	28,584,600	28,584,600
Posta Romana SA	17,398,691	17,398,691
CN Administratia Canalelor Navigabile SA	15,563,316	15,563,316
Alcom SA	10,071,875	10,071,875
Engie Romania SA	-	432,616,168
Other	19,216,506	19,295,174
Total equity investments	1,775,935,904	2,217,012,482
Reclassified as non-current assets held for sale	-	432,616,168
Total equity investments as per balance sheet	1,775,935,904	1,784,396,314

None of the equity investments are pledged as collateral for liabilities.

As 31 March 2024 and 31 December 2023 the Fund had the following subsidiaries, both incorporated in Romania:

	31 March 2024	31 December 2023
Zirom SA	28,584,600	28,584,600
Alcom SA	10,071,875	10,071,875
	38,656,475	38,656,475

As 31 March 2024 and 31 December 2023 the Fund had two associates, both incorporated in Romania:

	31 March 2024	31 December 2023
Societatea Nationala a Sarii SA	318,399,807	318,399,807
Plafar SA	1,987,896	1,987,896
	320,387,703	320,387,703

(all amounts are in RON unless otherwise stated)

12. Equity investments (continued)

Portfolio (continued)

Please see Note 17 (b) and (c)– Related parties for information on the transactions and balances registered with these companies

The movement in the carrying amounts of equity investments at fair value through profit or loss during the three month period ended 31 March 2024 and the three month period ended 31 March 2023 is presented below:

	3 months ended 31 March 2024	3 months ended 31 March 2023
Opening balance	1,784,396,314	13,696,597,396
Net (loss)/gain from equity
investments at fair value through
profit or loss	(8,460,410)	4,064,205
Reclassification to non-current
assets held for sale	-	(588,800,000)
Closing balance	1,775,935,904	13,111,861,601

CN Aeroporturi Bucuresti SA ("CNAB") litigation

Details regarding share capital increase

A full description regarding the share capital increase process of CNAB and related litigation developments is included in the annual financial statements for the year ended 31 December 2023.

For full details regarding the litigation started by the Fund for annulling Resolution no. 15/ 26 October 2021 of CN Aeroporturi Bucuresti SA GSM, please the Fund's Annual Sole Director's report for the financial year ended 31 December 2023.

In addition to the main litigation described above, the Fund has also entered into the following court proceedings in order to protect the shareholders' interests:

Opposition against the registration of EGM Resolution no. 15/26.10.2021 with the Trade Register on 11 February 2022, the Ilfov Court has suspended the opposition pending a final decision in the main file;
Action against the Certificates of attestation of the right of ownership (RO: "Certificate de atestare a dreptului de proprietate") - the next court hearing is scheduled on 12 June 2024;
Action against the valuation report issued by ANG Consulting SRL on 20 February 2024, the judge decided that another specialised section of the same Court is entitled to have jurisdiction on solving the case; the first hearing before the new specialised section has not been set yet;
Action for annulment of the EGM Resolution no. 14/24.09.2019 for the annulment of the decision based on which ANG Consulting SRL performed the valuation; the first hearing is scheduled for 15 November 2024.

(all amounts are in RON unless otherwise stated)

12. Equity investments (continued)

CN Aeroporturi Bucuresti SA ("CNAB") litigation (continued)

Valuation of CN Aeroporturi Bucuresti SA

For 31 March 2024 and 31 December 2023 reporting purposes, the Fund's holding in CN Aeroporturi Bucuresti SA was valued using the same assumptions and valuation methodology as in the previous valuation reports prepared during 2023. The Sole Director will analyse the full decision of the Bucharest Court of Appeal once this is available as well as the future actions of CN Aeroporturi Bucuresti SA and their potential impact on the valuation of the company.

13. Non-current assets held for sale

There were no assets classified as non-current assets held for sale as at 31 March 2024.

On 11 December 2023 The Fund received a binding offer from GDF International S.A., the majority shareholder of Engie Romania SA, in relation to a potential sale of Fondul Proprietatea entire shareholding in Engie Romania S.A., for a consideration of EUR 87 million. Furthermore to the information presented above, The Fund and the majority shareholder entered on 22 December 2023 into an agreement for the sale of the entire shareholding in Engie Romania S.A. in exchange for a total consideration of RON 432,616,168.

Considering that all the requirements set forth in IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" were met, the Fund classified the holding as a non-current asset held for sale and was presented as such in the annual financial statements for the year ended 31 December 2023. The transaction was finalised on 20 February 2024. All proceeds have been collected and the Fund does not hold any shares in Engie Romania SA as at 31 March 2024.

14. Liabilities

(a) Payable to shareholders

Total dividends payable at 31 March 2024 amount to RON 477,692,454 (31 December 2023: RON 546,457,941)

Dividends payable at 31 March 2024 and 31 December 2023 are mostly related to the distribution approved by the Fund's shareholders on 18 August 2023 by which the Hidroelectrica IPO proceeds were distributed to shareholders (83.5% out of total dividends payable at 31 March 2024 and 85% out of total dividends payable at 31 December 2023).

The movement during the period is presented in the table below:

	31 March 2024	31 December 2023	31 March 2023
Opening balance	546,457,941	74,166,644	74,166,644
Gross distributions approved during the
period out of which	-	9,450,090,560	-
-Annual dividends	-	269,837,832	-
-Special dividends	-	9,180,252,728	-
Payments of net distributions (dividends)
performed
from the dedicated bank accounts	(68,765,487)	(8,233,176,892)	(3,949,248)
Withholding tax payable to state budget	-	(744,605,695)	-
Distributions for which the statute of
limitation occurred	-	(16,676)	-
Closing balance	477,692,454	546,457,941	70,217,397

(all amounts are in RON unless otherwise stated)

14. Liabilities (continued)

(b) Other liabilities and provisions

	31 March 2024	31 December 2023
FTIS Administration fees	2,033,782	21,297,284
Income tax payables	421,917	-
FTIS recharges	218,825	203,407
Financial Supervisory Authority fees	181,988	188,014
Tax on dividends due to State Budget	-	44,149,354
Other liabilities	680,969	1,490,861
	3,537,481	67,328,920

The FTIS Administration fees at 31 December 2023 relate mainly to the distribution fee recorded following the finalisation on 5 December 2023 of the public tender offer through which the Fund bought back 1.670.000.000 shares in the form of shares and share equivalent GDRs. These amounts were paid during the three month period ended 31 March 2024.

The decrease seen in the caption Withholding tax on dividends is linked to the withholding tax registered for the RON 1.7225 gross dividend per share approved by the shareholders on 18 August 2023 and not collected by shareholders at 31 December 2023. As per Romanian legislation the entire withholding amount related to the uncollected dividends was paid to the State budget on 25 January 2024.

For 31 March 2024 other liabilities caption mainly include legal fees, amounts due to London Stock Exchange and other payables. For 31 December 2023 other liabilities caption comprises mainly accruals recorded for fees due to The Bank of New York Mellon (tender offer and GDR cancelation fee), portfolio valuation services related accruals and other accruals related to the services received by the Fund.

15. Shareholders' equity

(a) Share capital

There was no change in the share capital of the Fund recorded during the first quarter of 2024.

During the year ended 31 December 2023, the paid in share capital of the Fund decreased by RON 285,489,924 following the cancellation on 12 October 2023 of 549,019,085 treasury shares acquired by the Fund within the thirteenth buyback programme.

The table below presents the Fund's shares balance and their nominal value:

	31 March 2024	31 December 2023
Number of shares in issue	5,668,806,128	5,668,806,128
Number of paid shares	5,668,806,128	5,668,806,128
Nominal value per share (RON)	0.52	0.52

The shareholders structure as at 31 March 2024 and 31 December 2023 was as follows:

(all amounts are in RON unless otherwise stated)

15. Shareholders' equity (continued)

(a) Share capital (continued)

	31 March 2024		31 December 2023
	% of subscribed		% of subscribed	% of
	and paid share	% of voting	and paid share	voting
Shareholder categories	capital	rights	capital	rights
Romanian institutional investors	24.83%	39.58%	24.41%	38.91%
Romanian private individuals	23.68%	37.74%	23.42%	37.32%
Romanian State	6.53%	10.42%	6.53%	10.42%
Foreign private individuals	3.48%	5.55%	3.25%	5.18%
Foreign institutional investors	2.14%	3.40%	2.93%	4.67%
The Bank of New York Mellon
(depository bank for the Fund's
GDRs)	2.07%	3.30%	2.20%	3.50%
Treasury shares	37.26%	0.00%	37.26%	0.00%
Total	100.00%	100.00%	100.00%	100.00%

Source: Depozitarul Central SA (Central Depositary)

(b) Other reserves

	31 December 2023
908,845,064	908,845,064
646,653,823	646,653,823
151,946	151,946
(908,845,064)	(908,845,064)
646,805,769	646,805,769
	31 March 2024

(i) The amounts allocated to other reserves are to be used to cover the losses (negative reserves) recorded from cancellation of shares acquired through the buy-back programmes.

During the GSM held on 21 April 2023, the Fund's shareholders also approved the allocation to other reserves of an amount of RON 908,845,064 from the 2022 net audited accounting profit to be used for covering the negative reserves estimated to arise in 2023 from the cancellation of treasury shares acquired during 2022 through the thirteenth buy-back programme.

(ii)As required by the Romanian Companies' Law, a minimum 5% of the profit for the year must be transferred to the legal reserve until the reserve equals at least 20% of the issued share capital. The legal reserve cannot be used for distributions to shareholders.

During the 21 April 2023 meeting, the shareholders approved the decrease of the legal reserve of Fondul Proprietatea by RON 20,214,661.57 from RON 666,868,485 representing 20.63% of the share capital to RON 646,653,823 representing 20.00% of the share capital. Following the decrease, the corresponding amount was transferred to retained earnings and remains available for future use by shareholders. As at 31 March 2024 and 31 December 2023 the legal reserve amount represented 21.94% of the value of the issued share capital. The increase over the required minimum percentage is due to the treasury share cancelation finalised on 12 October 2023 as described at sub-point a) from this section.

(iii)Losses from cancellation of treasury shares comprise the negative reserves related to the losses on the cancellation of treasury shares acquired at an acquisition value higher than the nominal value. These amounts will be covered from the other reserves specifically set up for this purpose (described at point (i)) and in accordance with the resolution of the General Shareholders Meeting.

(all amounts are in RON unless otherwise stated)

15. Shareholders' equity (continued)

(b) Other reserves (continued)

All buy-backs performed at an acquisition price higher than the nominal value generate negative reserves.

There were no movements in other reserves or negative reserves in the three month periods ended at 31 March 2024 and 31 March 2023.

Please see Note 18 Subsequent events for information regarding the shareholders decisions during the 30 April 2024 GSM regarding the equity elements above.

(c) Treasury shares

The table below summarises the details regarding the fifteenth buy-back programme, respectively the buy-back programme to be carried out during 2024:

Program	GSM date approving the buy back programme	Starting date	Completion date	Acquisition price range as approved by GSM
Fifteenth buy-back	13-Feb-2024	date when the resolution related to the approval was published in the Official Gazette of Romania, Part IV (26 February 2024)	31-Dec-2024	0.2 – 1 RON per share

The fifteenth buy-back programme refers to the acquisition by the Fund of a maximum number of 1,000,000,000 shares and/or equivalent global depository receipts corresponding to the Fund's shares.

No buy-backs were performed during the three-month period ended 31 March 2024.

The movement in the number of treasury shares (including the equivalent shares of GDRs bought-back) during the three-month periods ended 31 March 2024 and 31 March 2023 is presented in the tables below:

3 months ended 31 March 2024	Treasury shares number - opening balance	Acquisitions during the period	Cancellations during the period	Treasury shares number - closing balance
Fourteenth buy-back	2,112,378,889	-	-	2,112,378,889
Fifteenth buy-back	-	-	-	-
	2,112,378,889	-	-	2,112,378,889

3 months ended 31 March 2023	Treasury shares number - opening balance	Acquisitions during the period	Cancellations during the period	Treasury shares number - closing balance
Thirteen buy-back	549,019,085	-	-	549,019,085
Fourteenth buy-back	-	247,585,004	-	247,585,004
	549,019,085	247,585,004	-	796,604,089

(all amounts are in RON unless otherwise stated)

15. Shareholders' equity (continued)

(c) Treasury shares (continued)

The movement of treasury shares carrying amounts during the first quarter of 2024 and the first quarter of 2023 is presented in the tables below:

3 months ended 31 March 2024	Opening balance	Cost of treasury shares acquired	Cancellation of treasury shares	Closing balance
Fourteenth buy-back	1,873,193,280	-	-	1,873,193,280
Fifteenth buy-back	-	-	-	-
	1,873,193,280	-	-	1,873,193,280

3 months ended 31 March 2023	Opening balance	Cost of treasury shares acquired	Cancellation of treasury shares	Closing balance
Thirteen buy-back	1,194,334,988	-	-	1,194,334,988
Fourteenth buy-back	-	558,462,029	-	558,462,029
	1,194,334,988	558,462,029	-	1,752,797,017

(d) Dividend distributions

During the 21 April 2023 General Shareholders Meeting, the Fund's shareholders approved the distribution of a gross dividend of RON 0.05 per share from 2022 financial year profit. The shareholders registered in the shareholders' registry with the Central Depositary on 12 May 2023 had the right to receive a gross dividend of RON 0.05 per share, proportionally with their participation in the paid in share capital of the Fund. The payment started on 6 June 2023.

During the 18 August 2023 General Shareholders Meeting, the Fund's shareholders approved the distribution of a gross dividend of RON 1.7225 per share from retained earnings. The shareholders registered in the shareholders' registry with the Central Depositary on 8 September 2023 had the right to receive dividends, proportionally with their participation in the paid in share capital of the Fund. The payment started on 29 September 2023. The dividend payment was funded by the Hidroelectrica SA IPO proceeds.

Please see Note 18 Subsequent events for information on shareholder decisions during the 30 April 2024 GSM regarding dividend distribution proposals.

Only the shareholders registered in the shareholders' registry with the Central Depositary on the registration date approved by the Fund's shareholders have the right to receive the related gross dividend, proportionally with their participation in the paid-in share capital of the Fund.

16. Contingencies

(a) Litigations

At 31 March 2024, the Fund was involved in certain litigations, either as defendant or claimant. After analysing the requirements of IAS 37 "Provisions, Contingent Liabilities and Contingent Assets", the Fund considers that there are no litigations which may have significant effects on the Fund's financial position or profitability.

Other contingencies of the Fund included the receivables from World Trade Center Bucuresti SA, the potential payable regarding CN Aeroporturi Bucuresti SA share capital increase and the potential payable regarding Aeroportul International Timisoara SA share capital increase, as detailed below.

(all amounts are in RON unless otherwise stated)

16. Contingencies (continued)

(b) Other contingencies

(i) Receivables from World Trade Center Bucuresti SA

Title II, Article 4 of Government Emergency Ordinance no. 81/2007 stipulated the transfer of World Trade Center Bucuresti SA receivables from the Authority for State Assets Recovery to the Fund, amounting to USD 68,814,198 (including the original principal and related interest and penalties) on 29 June 2007. Between 2008 and 2010, the Fund recovered from World Trade Center Bucuresti SA, USD 510,131, EUR 148,701 and RON 8,724,888. Given the uncertainties regarding the recoverability of the amounts due by World Trade Center Bucuresti SA, the above amounts were recognised on receipt basis in the Fund's financial statements. The amounts recovered from the enforcement procedure were accounted for by the Fund as contributions of the Romanian State to the share capital of the Fund, decreasing the receivable related to the unpaid capital.

In August 2013, World Trade Center Bucuresti SA filed a claim against the Fund asking the Fund to pay back all the amounts received through the enforcement procedure during 2010 and 2011 (EUR 148,701, USD 10,131 and RON 8,829,663).

On 7 July 2016, the Bucharest Court admitted the claim filed by World Trade Center Bucuresti SA and obliged Fondul Proprietatea to pay back the amounts recovered from the enforcement procedure (EUR 148,701, USD 10,131 and RON 8,829,663) and the related legal interest calculated for these amounts. During the period from July to August 2016, the Fund performed the payment of these amounts and the related legal interest to World Trade Center Bucuresti SA. The Court decision is irrevocable.

On 18 February 2020, the Court ruled in favour of the Fund in the case started against the Romanian State, represented by Ministry of Public Finance, for recovering the contributions of the Romanian State to the share capital of the Fund. The decision was issued in the first stage and Ministry of Public Finance appealed it. On 18 September 2020, Bucharest Court of Appeal admitted the appeal of Ministry of Public Finance. The Fund filed the second appeal which was rejected by the High Court of Cassation and Justice on 1 April 2021.

The Fund has initiated legal actions against World Trade Center Bucharest SA and the Ministry of Finance for recovering the amounts, which are pending with the Court, in which first-tier decisions have been issued:

a set of actions against World Trade Center Bucharest SA (challenges in the insolvency proceedings) has been dismissed as unfounded by the syndic judge on 24 April 2024; The Sole Director is currently waiting for the court's reasoned decision, which can be challenged with final appeal;
a claim against the Romanian State, represented by the Ministry of Public Finance, based on unjust enrichment, has been dismissed in first-tier court and is currently pending with the appeal court, with the first hearing scheduled on 18 June 2024.

(ii) CN Aeroporturi Bucuresti SA share capital increase

Please see Note 12 – Equity investments, section CN Aeroporturi Bucuresti SA ("CNAB") litigation for information regarding this litigation.

(iii) Aeroportul International Timisoara SA share capital increase

(all amounts are in RON unless otherwise stated)

16. Contingencies (continued)

(b) Other contingencies (continued)

As the company did not appeal the Court's decision, the effects of the GSM decision approving the share capital increase are suspended until the final decision of the court in the annulment file above-mentioned.

The legal proceedings initiated by the Fund in the file for the annulment of the GSM decision regarding the share capital increase are ongoing. The Fund will provide further details on the development of the legal proceedings regarding Aeroportul International Timisoara SA share capital increase as and when relevant.

17. Related parties

(a) Key management

(i) Board of Nominees ("BON")

	3 months ended 31 March 2024	3 months ended 31 March 2023
BON gross remunerations, out of which:	425,889	425,889
Contributions to social security fund retained from
gross remuneration	41,793	41,793
Contributions to health insurance fund retained from
gross remuneration	16,719	16,719
Income tax	36,741	36,741
Net remunerations paid to BON members	330,636	330,636

Other costs incurred by the Fund in relation to the members of the Board of Nominees are detailed in note 7 – Operating expenses - (v) Other BON related costs.

There were no loans between the Fund and the members of the Board of Nominees neither in the first quarter of 2024 nor in the first quarter of 2023. There are no post-employment, long term or termination benefits related to the remuneration of the members of the Board of Nominees.

(ii) Sole Director

FTIS is the Sole Director and Alternative Investment Fund Manager of the Fund starting with 1 April 2016. Please see Note 1 – General information for more details.

The transactions carried out between the Fund and FTIS Luxemburg were the following:

	3 months ended	3 months ended
Transactions	31 March 2024	31 March 2023
Administration fees	2,039,877	26,375,549

The transactions carried out between the Fund and FTIS Bucharest Branch were the following:

	3 months ended	3 months ended
Transactions	31 March 2024	31 March 2023
Rent expense charged to the Fund	24,199	23,238
Operating cost charged to the Fund	8,338	9,171
	32,538	32,409

During the quarter ended 31 March 2024, the Fund recorded RON 15,163 (31 March 2023: RON 273,953) representing expenses incurred by FTIS Bucharest Branch on its behalf.

The recharge of these expenses to the Fund followed the provisions of the management agreement in place at the respective moment and was subject to Board of Nominees' approval.

The outstanding liabilities owed by the Fund were as follows:

(all amounts are in RON unless otherwise stated)

17. Related parties (continued)

(a) Key management (continued)

(ii) Sole Director (continued)

Amounts due to:	31 March 2024	31 December 2023
FTIS Luxembourg	2,033,782	21,297,284
FTIS Bucharest Branch	218,825	203,407
	2,252,608	21,500,690

There are no other elements of compensation for key management besides those described above.

(b) Subsidiaries

As described in Note 12 – Equity investments, the Fund has the following subsidiaries at 31 March 2024 and 31 December 2023:

Ownership
interest	31 March 2024	31 December 2023
Zirom SA	100%	100%
Alcom SA	72%	72%

As at 31 March 2024 and 31 December 2023, the Fund had no commitment to provide financial or other support to its subsidiaries, including commitments to assist the subsidiaries in obtaining financial support.

During the three-month periods ended 31 March 2024 and 31 March 2023, the Fund did not receive dividends from investments in subsidiaries.

At 31 March 2024 and 31 December 2023 there were no dividends receivable from subsidiaries.

(c) Associates

As described in Note 12 – Equity investments, the Fund has the following associates at 31 March 2024 and 31 December 2023:

Ownership interest	31 March 2024	31 December 2023
Societatea Nationala a Sarii SA	49%	49%
Plafar SA	49%	49%

During the three-month periods ended 31 March 2024 and 31 March 2023, the Fund did not receive dividends from investments in associates.

At 31 March 2024 and 31 December 2023 there were no dividends receivable from associates.

18. Subsequent events

Resolutions adopted by shareholders during the 30 April 2024 General Shareholders' Meeting

The main shareholders resolutions at the 30 April 2024 GSM were the following:

The approval of the decrease of the subscribed and paid-up share capital of Fondul Proprietatea by RON 1,098,437,022.28, from RON 2,947,779,186.56 to RON 1,849,342,164.28, pursuant to the cancellation of 2,112,378,889 own shares acquired by Fondul Proprietatea during 2023 through the 14th buy-back programme.
The approval of the decrease of the legal reserve of Fondul Proprietatea by RON 57,097,985.69 from RON 646,653,823.00, representing 21.94% of the share capital, to RON 589,555,837.31, representing 20.00% of the share capital, as of December 31, 2023.

(all amounts are in RON unless otherwise stated)

18. Subsequent events (continued)

Resolutions adopted by shareholders during the 30 April 2024 General Shareholders' Meeting (continued)

The approval of the decrease of the legal reserve of Fondul Proprietatea by RON 219,687,404.45 from RON 589,555,837.31 to RON 369,868,432.86, representing 20.00% of the share capital value after the implementation and effectiveness of the share capital decrease contemplated at the first bullet point and subject to (i) the approval by the EGM of item 1 as set out in the 30 April 2024 EGM agenda and (ii) the implementation and effectiveness of the share capital decrease contemplated under item 1 of 30 April 2024 EGM agenda. Following the decrease, the corresponding amount will be transferred to Retained earnings and remain available for future use by shareholders.
The presentation of the AIFM Performance Report for the period 1 January 2023 31 December 2023 and the Board of Nominees annual report for 2023 financial year, including its Review Report in relation to the Performance Report.
The approval of the Sole Director Activity Report including the financial statements and the Remuneration Report for the financial year ended 31 December 2023 along with the discharge of the Sole Director's for any liability for its administration during 2023 financial year.
The approval to cover, from Other reserves, the negative reserves of RON 908,845,063.69 incurred in 2023 financial year derived from the cancelation of the treasury shares acquired during the 13th buy-back programme.
The approval to cover, from various elements of Retained earnings, the accounting loss of RON 904,097,085.75 incurred in 2023 financial year.
The approval of the value of the gross dividend of RON 0.06 per share from Retained earnings, subject to the approval of the accounting loss coverage presented above.
The approval of the additional fee amounting to EUR 27,000 (before VAT) to be paid to Ernst & Young Assurance Services SRL.

Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 31 March 2024, prepared in accordance with FSA Regulation nr. 7/2020 (Annex no. 11)

				31 December 2023			Differences
	Item	% of the net asset	% of the total asset	Currency	Total RON	% of the net asset	% of the total asset	31 March 2024 Currency	Total RON	RON
I.	Total assets	126.1171%	100.0000%		2,963,925,348.77	120.5973%	100.0000%		2,817,606,208.44	(146,319,140.33)
1	Securities and money market instruments, out of which:	5.3331%	4.2286%		125,333,174.29	5.0024%	4.1479%		116,872,763.99	(8,460,410.30)
1.1	securities and money market instruments admitted or traded on a regulated market from Romania, out of which:	5.3331%	4.2286%		125,333,174.29	5.0024%	4.1479%		116,872,763.99	(8,460,410.30)
	1.1.1 listed shares traded in the last 30 trading days	4.8028%	3.8082%		112,871,805.08	4.4690%	3.7056%		104,411,394.78	(8,460,410.30)
	1.1.2 listed shares not traded in the last 30 trading days	0.5303%	0.4204%		12,461,369.21	0.5334%	0.4423%		12,461,369.21	-
	1.1.3 other similar securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.1.4 bonds	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.1.5 other title debts	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.1.6 other securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.1.7 money market instruments	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.1.8 allotment rights admitted at trading	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
1.2	Securities and money market instruments admitted or traded on a regulated market from a member state, out of which:	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.1 listed shares traded in the last 30 trading days	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.2 listed shares not traded in the last 30 trading days	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.3 other similar securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.4 bonds	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.5 other title debts	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.6 other securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.7 money market instruments	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.2.8 allotment rights admitted at trading	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
1.3	Securities and money market instruments admitted on a stock exchange from a state not a member or negotiates on another regulated market from a state not a member, that operates on a regular basis and is recognized and opened to the public, approved by the Financial Supervisory Authority (FSA), out of which:	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.1 listed shares traded in the last 30 trading days	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.2 listed shares not traded in the last 30 trading days	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.3 other similar securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.4 bonds	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.5 other title debts	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.6 other securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.7 money market instruments	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	1.3.8 allotment rights admitted at trading	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
2	New issued securities	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
3	Other securities and money market instruments mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32 / 2012 of which:	89.3410%	70.8399%		2,099,638,503.52	71.0101%	58.8820%		1,659,063,140.11	(440,575,363.41)
	- shares not admitted at trading	89.3410%	70.8399%		2,099,638,503.52	71.0101%	58.8820%		1,659,063,140.11	(440,575,363.41)
	- redeemed debentures	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	- unlisted bonds	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	- allotment rights not admitted at trading	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-

fondulproprietatea.ro

Annex 2 Statement of Assets and Obligations as at 31 March 2024, prepared in accordance with

							FSA Regulation 7/2020
				31 December 2023					31 March 2024			Differences
	Item	% of the net asset	% of the total asset		Currency	Total RON	% of the net asset	% of the total asset		Currency	Total RON	RON
	- rights not admitted at trading	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- other financial instruments	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
4	Bank deposits, out of which:	8.1427%	6.4568%			191,368,977.81	24.0829%	19.9695%			562,664,759.66	371,295,781.85
4.1	bank deposits made with credit institutions from Romania	8.1427%	6.4568%			191,368,977.81	24.0829%	19.9695%			562,664,759.66	371,295,781.85
	- in RON	8.1427%	6.4568%			191,368,977.81	24.0829%	19.9695%			562,664,759.66	371,295,781.85
4.2	bank deposits made with credit institutions from an EU state	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
4.3	Bank deposits made with credit institutions from an non-EU state	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
5	Derivatives financial instruments traded on a regulated market, out of which:	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
5.1	derivatives financial instruments traded on a regulated market from Romania
	(forward, futures and options, swaps, etc.) derivatives financial instruments traded on a regulated market from a EU state	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
5.2	(forward, futures and options, swaps, etc.)	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
5.3	derivatives financial instruments traded on a regulated market from a non-EU state (forward, futures and options, swaps, etc.)	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
5.4	derivatives financial instruments traded on a regulated market (forward, futures and options, swaps, etc.)	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
6	Current accounts and petty cash, out of which:	23.2383%	18.4258%			546,127,016.32	20.4386%	16.9478%			477,523,549.07	(68,603,467.25)
	- in RON	23.2380%	18.4256%			546,122,004.92	20.4384%	16.9476%			477,518,878.99	(68,603,125.93)
	- in EUR	0.0001%	0.0000%	EUR	252.30	1,255.09	0.0001%	0.0001%	EUR	343.14	1,705.23	450.14
	- in GBP
	- in USD	0.0001%	0.0001%	GBP	314.73	1,801.04	0.0000%	0.0000%	GBP	181.79	1,056.67	(744.37)
7	Money market instruments, other than those traded on a regulated market,	0.0001%	0.0001%	USD	434.91	1,955.27	0.0001%	0.0001%	USD	414.12	1,908.18	(47.09)
	according to art. 82 letter g) of the O.U.G. no. 32/2012, din care: -treasury bills with original maturities of less than 1 year	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
8	Participation titles of F.I.A./O.P.C.V.M.	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
9	Dividends or other receivable rights	0.0000%	0.0000%			-					-	-
		0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- in RON	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- in EUR	0.0000%	0.0000%	EUR	-	-	0.0000%	0.0000%a	EUR	-	-	-
10	- in USD	0.0000%	0.0000%	USD	-	-	0.0000%	0.0000%	USD	-	-	-
	Other assets out of which:	0.0620%	0.0489%			1,457,676.83	0.0633%	0.0528%			1,481,995.61	24,318.78
	- guarantee deposited to the broker for the buyback tender offer - receivables related to the cash contributions to the share capital increases	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	performed by portfolio companies	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- receivables related to transactions under settlement	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- tax on dividends to be recovered from the State Budget	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- intangible assets	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- advance payments for intangible assets	0.0000%	0.0000%			-	0.0000%	0.0000%			-	-
	- other receivables	0.0620%	0.0489%			1,457,676.83	0.0633%	0.0528%			1,481,995.61	24,318.78
	- in RON	0.0620%	0.0489%			1,457,676.83	0.0633%	0.0528%			1,481,995.61	24,318.78
	- in EUR	0.0000%	0.0000%	EUR	-	-	0.0000%	0.0000%	EUR	-	-	-
	- in USD	0.0000%	0.0000%	USD	-	-	0.0000%	0.0000%	USD	-	-	-
	- prepaid expenses	0.0000%	0.0000%			-	0.0000%	0.0000%		-	-	-

Annex 2 Statement of Assets and Obligations as at 31 March 2024, prepared in accordance with

			FSA Regulation 7/2020
				31 December 2023			Differences
	Item	% of the net asset	% of the total asset	Currency	Total RON	% of the net asset	% of the total asset	Currency	Total RON	RON
II	Total liabilities	26.1172%	20.7086%		613,786,861.26	20.5973%	17.0794%		481,229,935.25	(132,556,926.01)
1	Liabilities in relation with the payments of fees due to the A.F.I.A.	0.9144%	0.7251%		21,490,311.32	0.0870%	0.0722%		2,033,782.25	(19,456,529.07)
	- in RON	0.0082%	0.0065%		193,027.50	0.0000%	0.0000%		-	(193,027.50)
	- in EUR	0.9062%	0.7185%	EUR 4,281,205.29	21,297,283.82	0.0870%	0.0722%	EUR 409,252.89	2,033,782.25	(19,263,501.57)
2	Liabilities related to the fees payable to the depositary bank	0.0003%	0.0002%		6,004.77	0.0002%	0.0002%		4,712.67	(1,292.10)
3	Liabilities related to the fees payable to intermediaries	0.0008%	0.0006%		17,668.29	0.0000%	0.0000%		-	(17,668.29)
	- in RON	0.0008%	0.0006%		17,668.29	0.0000%	0.0000%		-	(17,668.29)
	- in EUR	0.0000%	0.0000%	EUR -	-	0.0000%	0.0000%	EUR -	-	-
	- in USD	0.0000%	0.0000%	USD -	-	0.0000%	0.0000%	USD -	-	-
	- in GBP	0.0000%	0.0000%	GBP -	-	0.0000%	0.0000%	GBP -	-
4	Liabilities related to commissions and other bank services	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
5	Interest payable	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
6	Issuance expense	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
7	Liabilities in relation with the fees/commissions to FSA	0.0080%	0.0063%		188,013.73	0.0078%	0.0065%		181,987.88	(6,025.85)
8	Audit fees	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
9	Other Liabilities, out of which:	25.1937%	19.9764%		592,084,863.15	20.5023%	17.0005%		479,009,452.45	(113,075,410.70)
	- short term credit facility	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	- liabilities to the Fund's shareholders related to the dividend distribution	23.2522%	18.4370%		546,457,941.28	20.4459%	16.9538%		477,692,453.91	(68,765,487.37)
	- liabilities related to the return of capital	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	- liabilities related to Government securities under settlement	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	- provisions	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
	- remunerations and related contributions	0.0014%	0.0011%		31,751.00	0.0014%	0.0011%		31,751.00	-
	- VAT payable to State Budget	0.0002%	0.0001%		4,036.71	0.0001%	0.0001%		3,223.60	(813.11)
	- tax on dividends payable to State Budget	1.8786%	1.4896%		44,149,354.00	0.0000%	0.0000%		-	(44,149,354.00)
	- other liabilities out of which:	0.0613%	0.0486%		1,441,780.16	0.0549%	0.0455%		1,282,023.94	(159,756.22)
	- in RON	0.0612%	0.0485%		1,437,303.02	0.0549%	0.0455%		1,282,023.94	(155,279.08)
	- in EUR	0.0002%	0.0002%	EUR 900.00	4,477.14	0.0000%	0.0000%	EUR -	-	(4,477.14)
	- in USD	0.0000%	0.0000%	USD -	-	0.0000%	0.0000%	USD -	-	-
	- in GBP	0.0000%	0.0000%	GBP -	-	0.0000%	0.0000%	GBP -	-	-
10	Payables related to buybacks under settlement	0.0000%	0.0000%		-	0.0000%	0.0000%		-	-
III	Net Asset Value (I - II)	99.9999%	79.2914%		2,350,138,487.51	100.0000%	82.9206%		2,336,376,273.19	(13,762,214.32)

Unitary Net Asset Value

Item	31 March 2024	31 March 2023	Differences
Net Asset Value	2,336,376,273.19	13,999,617,719.40	(11,663,241,446.21)
Number of outstanding shares	3,556,427,239	5,421,221,124	(1,864,793,885)
Unitary net asset value	0.6569	2.5823	(1.9254)

DETAILED STATEMENT OF INVESTMENTS AS AT 31 March 2024

1. Securities admitted or traded on a regulated market in Romania, out of which:

1.1 Listed shares traded in the last 30 trading days (working days)

Issuer	Symbol	Date of the last trading session	No of shares held	Nominal value	Share value	Total value	Stake in the issuer's capital	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietatea net asset	Valuation method
Alro SA	ALR	29-Mar-24	72,884,714	0.5	1.4250	103,860,717.45	10.21%	3.6861%	4.4454%	Closing Price
IOR SA	IORB	28-Mar-24	2,622,273	0.1	0.2100	550,677.33	0.47%	0.0195%	0.0236%	Reference price (Closing Price)
Total						104,411,394.78		3.7056%	4.4690%

1.2. Shares not traded in the last 30 trading days (working days)

Issuer	Symbol	Date of the last trading session	No of shares held	Nominal value	Share value	Total value	Stake in the issuer's capital	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietatea net asset	Valuation method
ALCOM SA										Value based on the valuation report as at 31 October 2023 (applying the income approach using
TIMISOARA	ALCQ	10-Feb-17	89,249	2.5	112.8514	10,071,874.60	71.89%	0.3575%	0.4311%	the discounted cash flow method)
										Value based on the valuation report as at 30 June 2023 (applying the income approach using the
ROMAERO SA	RORX	17-Jan-24	1,311,691	2.5	0.0000	0.00	18.87%	0.0000%	0.0000%	discounted cash flow method)
										Value based on the valuation report as at 30 June
MECON SA	MECP	3-Apr-23	60,054	11.6	39.7891	2,389,494.61	12.51%	0.0848%	0.1023%	2023 (applying the asset-based approach)
Total						12,461,369.21		0.4423%	0.5334%

1.3. Shares not traded in the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal filing dates

Not the case

1.4. Allocation rights admitted to trading

Not the case

1.5. Preferred rights admitted to trading

Not the case

1.6. Bonds admitted to trading issued or guaranteed by local government authorities / corporate bonds

Not the case

1.7. Bonds admitted to trading issued or guaranteed by central government authorities

Not the case

1.8. Other securities admitted to trading on a regulated market

Not the case

1.9. Amounts under settlement related to the securities admitted or traded on a regulated market in Romania

Not the case

2. Securities admitted or traded on a regulated market from a member state of EU, out of which:

2.1. Shares traded in the last 30 trading days (working days)

Not the case

2.2. Bonds admitted to trading issued or guaranteed by local public administration authorities, corporate bonds

Not the case

2.3. Bonds admitted to trading issued or guaranteed by central government authorities

Not the case

2.4. Other securities admitted to trading on a regulated market in other EU member state

Not the case

2.5. Amounts being settled for securities admitted to or traded on a regulated market in other EU member state

Not the case

3. Securities admitted or traded on a regulated market from a non-member state of EU

3.1. Shares traded in the last 30 trading days (working days)

Not the case

3.2. Issued bonds admitted to trading or guaranteed by local government authorities, corporate bonds traded in the last 30 days (working days)

Not the case

3.3. Other securities admitted to trading on a regulated market in a non-member state of EU

Not the case

3.4. Amounts being settled for securities admitted to or traded on a regulated market in a non-member state of EU

Not the case

4. Money market instruments traded or listed on regulated markets in Romania

Not the case

Amounts being settled for money market instruments admitted or traded on a regulated market in Romania

Not the case

5. Money market instruments traded or listed on regulated markets from other EU member state

Not the case

Amounts under settlement related to money market instruments admitted or traded on a regulated market in another EU Member State

Not the case

6. Money market instruments traded or listed on regulated markets from a non-member state of EU

Not the case

Amounts under settlement related to money market instruments admitted or traded on a regulated market in a non-EU Member State

Not the case

7. Newly issued securities

7.1. Newly issued shares

Not the case

7.2. Newly issued bonds

Not the case

7.3. Preferential rights (after registration with the Central Depository, prior to admission to trading)

Not the case

8. Other securities and money market instruments mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32/2012

8.1 Other securities mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32/2012

8.1.1. Shares not admitted to trading

Issuer	No. of shares held	Nominal value	Share value	Total value	Stake in the issuer's capital %	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietate a net asset	Company status	Valuation method
Aeroportul International									Value based on the valuation report as at 31 October 2023
Mihail Kogalniceanu -								Unlisted companies,	(applying the income approach using the discounted cash
Constanta SA	23,159	10	88.553	2,050,798.93	20.00%	0.0728%	0.0878%	in function	flow method)
Aeroportul International									Value based on the valuation report as at 31 October 2023
Timisoara - Traian Vuia								Unlisted companies,	(applying the income approach using the discounted cash
SA	32,016	10	187.4062	5,999,996.90	20.00%	0.2129%	0.2568%	in function	flow method)
									Value based on the valuation report as at 31 October 2023
CN Administratia								Unlisted companies,	(applying the market comparison technique using
Canalelor Navigabile SA	203,160	10	76.6062	15,563,315.59	20.00%	0.5524%	0.6661%	in function	comparable trading multiples for EBITDA)
CN Administratia									Value based on the valuation report as at 31 October 2023
Porturilor Dunarii								Unlisted companies,	(applying the market comparison technique using
Fluviale SA	27,554	10	111.2944	3,066,605.90	20.00%	0.1088%	0.1313%	in function	comparable trading multiples for EBITDA)
CN Administratia									Value based on the valuation report as at 31 October 2023
Porturilor Dunarii								Unlisted companies,	(applying the market comparison technique using
Maritime SA	21,237	10	149.3166	3,171,036.63	20.00%	0.1125%	0.1357%	in function	comparable trading multiples for EBITDA)
									Value based on the valuation report as at 31 October 2023
CN Administratia								Unlisted companies,	(applying the income approach using the discounted cash
Porturilor Maritime SA	6,466,226	10	50.7715	328,299,993.36	19.99%	11.6517%	14.0517%	in function	flow method)

		7

	FSA Regulation 7/2020
Issuer	No. of shares held	Nominal value	Share value	Total value	Stake in the issuer's capital %	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietate a net asset	Company status	Valuation method
CN Aeroporturi Bucuresti SA	2,875,443	10	305.2399	877,699,933.78	20.00%	31.1506%	37.5667%	Unlisted companies, in function	Value based on the valuation report as at 31 October 2023 (applying the income approach using the discounted cash flow method)
Complexul Energetic Oltenia SA	5,314,279	10	10.6958	56,840,465.33	11.81%	2.0173%	2.4328%	Unlisted companies, in function	Value based on the valuation report as at 31 December 2023 (applying the income approach using the discounted cash flow method)
Gerovital Cosmetics SA	1,350,988	0	0	0.00	9.76%	0.0000%	0.0000%	Bankruptcy	Priced at zero
Plafar SA	132,784	10	14.9709	1,987,895.99	48.99%	0.0706%	0.0851%	Unlisted companies, in function	Value based on the valuation report as at 31 October 2023 (applying the income approach using the discounted cash flow method)
Posta Romana SA	14,871,947	1	1.1699	17,398,690.80	6.48%	0.6175%	0.7447%	Unlisted companies, in function	Value based on the valuation report as at 31 October 2023 (applying the market comparison technique using comparable trading multiples for Price/Earnings)
ROMPLUMB SA	1,595,520	3	0	0.00	33.26%	0.0000%	0.0000%	Bankruptcy	Priced at zero
Salubriserv SA	43,263	3	0	0.00	17.48%	0.0000%	0.0000%	Bankruptcy	Priced at zero
Simtex SA	132,859	3	0	0.00	30.00%	0.0000%	0.0000%	Juridical reorganisation	Priced at zero
Societatea Electrocentrale Craiova SA	513,754	10	0	0.00	21.55%	0.0000%	0.0000%	Unlisted companies, in function	Value based on the valuation report as at 31 October 2023 (applying the market comparison technique using comparable trading multiples for EV/Revenue)
Societatea Nationala a Sarii SA	2,011,456	10	158.2932	318,399,806.90	48.99%	11.3004%	13.6279%	Unlisted companies, in function	Value based on the valuation report as at 31 October 2023 (applying the income approach using the discounted cash flow method)
World Trade Center
Bucuresti SA Zirom SA	198,860 6,000,000	79 10	0 4.7641	0.00 28,584,600.00	19.90% 100.00%	0.0000% 1.0145%	0.0000% 1.2235%	Insolvency Unlisted companies, in function	Priced at zero Value based on the valuation report as at 31 October 2023 (applying the income approach using the discounted cash flow method)
Total				1,659,063,140.11		58.8820%	71.0101%

8.1.2. Shares traded under systems other than regulated markets

Not the case

8.1.3. Unlisted shares valued at zero value (no updated financial statements submitted to the Trade Register)

Issuer	No of shares held		Share value	Total value	Stake in the issuer's capital	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietatea net asset
World Trade Hotel SA	17,912	1	0.0000	0.00	19.90%	0.0000%	0.0000%
Total				0.00		0.0000%	0.0000%

8.1.4. Bonds not admitted to trading

Not the case

8.1.5. Amounts being settled for shares traded on systems other than regulated markets

Not the case

8.2. Other money market instruments mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32/2012

Commercial papers

Not the case

9. Available cash in the current accounts and petty cash

9.1. Available cash in the current accounts and petty cash in RON

Bank	Current value	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietatea net asset
BRD Groupe Societe Generale*	478,955,655.89	16.9987%	20.4999%
BRD Groupe Societe Generale - amounts under
settlement**	(1,482,899.01)	(0.0526%)	(0.0635%)
Banca Comerciala Romana	40,694.29	0.0014%	0.0017%
CITI Bank	1,254.84	0.0000%	0.0001%
ING BANK	1,421.42	0.0001%	0.0001%
Raiffeisen Bank	1,138.34	0.0000%	0.0000%
Unicredit Tiriac Bank	1,197.06	0.0000%	0.0001%
Petty cash	416.16	0.0000%	0.0000%
Total	477,518,878.99	16.9476%	20.4384%

*The amount held with BRD Groupe Societe Generale represents cash held in the distributions bank accounts which can only be used for payments to shareholders. **The amount under settlement according with the bank statement as at 31 March 2024

9.2. Available cash in the current accounts and petty cash in foreign currency

Bank	Currency	Current value	NBR exchange rate	Current value (in RON)	Stake in Fondul Proprietatea total assets	Stake in Fondul Proprietatea net asset
BRD Groupe Societe Generale	EUR	343.14	4.9695	1,705.23	0.0001%	0.0001%
BRD Groupe Societe Generale	GBP	181.79	5.8126	1,056.67	0.0000%	0.0000%
BRD Groupe Societe Generale	USD	414.12	4.6078	1,908.18	0.0001%	0.0001%
Total				4,670.08	0.0002%	0.0002%

10. Bank deposits by categories: within credit institutions from Romania / EU Member States / non-member EU states

Bank deposits in RON

Name of the bank	Starting date	Maturity date	Initial value	Daily interest	Cumulative interest	Current value (RON)	Stake in Fondul Proprietatea total asset	Stake in Fondul Proprietatea net asset	Valuation method
CITI Bank	20-Mar-24	03-Apr-24	86,500,000.00	12,734.73	152,816.67	86,652,816.67	3.0754%	3.7089%
BRD Groupe Societe Generale	26-Mar-24	02-Apr-24	81,000,000.00	11,250.00	67,500.00	81,067,500.00	2.8772%	3.4698%
Banca Comerciala Romana	26-Mar-24	09-Apr-24	81,000,000.00	11,925.00	71,550.00	81,071,550.00	2.8773%	3.4700%	Bank deposit value
CITI Bank	26-Mar-24	09-Apr-24	50,000,000.00	7,222.22	43,333.33	50,043,333.33	1.7761%	2.1419%	cumulated with the daily
Raiffeisen Bank	26-Mar-24	09-Apr-24	81,000,000.00	11,587.50	69,525.00	81,069,525.00	2.8772%	3.4699%	related interest for the
Unicredit Tiriac Bank	28-Mar-24	04-Apr-24	86,600,000.00	12,388.61	49,554.44	86,649,554.44	3.0753%	3.7087%	period from starting date
ING BANK	28-Mar-24	04-Apr-24	86,600,000.00	12,027.78	48,111.11	86,648,111.11	3.0752%	3.7087%
BRD Groupe Societe Generale	29-Mar-24	01-Apr-24	9,458,648.71	1,240.13	3,720.40	9,462,369.11	0.3358%	0.4050%
Total			562,158,648.71		506,110.95	562,664,759.66	19.9695%	24.0829%

fondulproprietatea.ro

11. Derivative financial instruments traded on a regulated market

11.1. Future contracts

Not the case

11.2. Options

Not the case

11.3. Amounts under settlement for derivative financial instruments traded on a regulated market

Not the case

12. Derivative financial instruments traded outside of the regulated markets

12.1. Forward contract

Not the case

12.2. Swap contract

Not the case

12.3. Contracts for differences

Not the case

12.4. Other derivative contracts regarding securities, currencies, interest or profitability rates or other derivative instruments, financial indices or financial indicators / other derivative contracts regarding goods to be settled in cash or which may be settled in cash at the request of one of the parties

Not the case

13. Money market instruments, other than those traded on a regulated market, according with art. 82 letter g) of the O.U.G. no. 32/2012

Treasury bills

Not the case

14. Participation titles in the O.P.C.V.M. / AOPC

14.1. Participation titles denominated in RON

Not the case

14.2. Participation titles denominated in foreign currency

Not the case

14.3. Amounts under settlement regarding participation titles denominated in RON

Not the case

14.4. Amounts under settlement regarding participation titles denominated in foreign currency

Not the case

15. Dividends or other receivable rights

15.1. Dividends receivable

Not the case

15.2. Shares distributed without cash consideration

Not the case

15.3. Shares distributed with cash consideration

Not the case

15.4. The amount to be paid for shares distributed in exchange of cash consideration

Not the case

15.5. Preference rights (before admission to trading and after the trading period)s

Not the case

Evolution of the net asset and the net asset unitary value in the last 3 years

Item	31 December 2022	31 December 2023	31 March 2024
Net Asset	14,569,538,084.65	2,350,138,487.51	2,336,376,273.19
NAV/share	2.5701	0.6608	0.6569

Leverage of Fondul Proprietatea

Method type	Leverage level	Exposure amount
a) Gross method	76.01%	1,775,940,574.18
b) Commitment method	100.00%	2,336,376,273.19

Franklin Templeton International Services S.à r.l acting in its capacity of Sole Director and Alternative Investment Fund Manager of Fondul Proprietatea SA

BRD Groupe Societe Generale

Johan Meyer Victor Strambei Permanent representative Manager Depositary Department

AI Terminal

Fondul Proprietatea

2288_10-q_2024-05-15_14e53b0c-ba4c-4f05-944d-db5f7b8fc5f2.pdf

Fondul Proprietatea SA

CONTENTS

Annexes

List of Abbreviations

Activity of the Fund

The Fund

Management of the Fund

Management Agreement in force during 1 April 2022 – 31 March 2024

Management Agreement for the period 1 April 2024 – 31 March 2025

Appointment of a new Sole Director starting 1 April 2025

Shareholder structure

Shareholder structure as at 31 March 2024

Largest shareholders – based on ownership disclosures submitted by shareholders

GDR facility

Share capital information

Capital markets

Average Daily Turnover (RON million)

Fund's Adjusted Share Price (RON/share) and Premium / (Discount) History (%)

Performance objectives

Discount Objective – interim monitoring

NAV Objective – interim monitoring

Investor relations

GSM during the reporting period

13 February 2024 GSM

26 March 2024 GSM

Convening 26 March 2024 GSM

Supplementing the agenda of 26 March 2024 GSM

Clarifications from the Ministry of Finance in respect of the additional points included on the agenda of 26 March 2024 GSM

Shareholders resolutions adopted during 26 March 2024 GSM

Amendment of the Fund's Constitutive Act

ESG

Taxonomy Regulation

Corporate Sustainability Reporting Directive

Macroeconomic environment

Regulatory updates

Minimum corporate tax

Utilisation of tax losses

Net Asset Value

NAV methodology

NAV evolution

Evolution of distribution adjusted NAV per share

Evolution of the NAV per share (RON)

Portfolio

Portfolio structure

Portfolio structure – by controlling ownership

Portfolio structure – by sector

Portfolio structure – by asset type

Key portfolio developments

Listing of Societatea Nationala a Sarii SA

Legal actions against CN Aeroporturi Bucuresti SA share capital increase

Valuation of CN Aeroporturi Bucuresti SA

Participation in share capital increases/ decreases

Aeroportul International Timisoara SA share capital increase

Restructuring plan of CE Oltenia and related roadmap

Presentation of the restructuring plan

GEO no. 27/2023 regarding the exemption from regulatory requirements on profit distribution

Disposal of the entire holding in Engie Romania SA

Regulatory updates for portfolio companies

Order no. 85/2024 regulating sustainability reporting aspects

GEO no. 32/2024 regarding measures applicable to final customers in the electricity and natural gas market

Top portfolio holdings

CN Aeroporturi Bucuresti SA

Financial and operational results

Corporate governance

ESG

CN Administratia Porturilor Maritime SA

Financial and operational results

Corporate governance

ESG

Societatea Nationala a Sarii SA

Financial results

Corporate governance

ESG

Alro SA

Financial results

ESG

CE Oltenia SA