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Fondul Proprietatea

Quarterly Report Sep 30, 2015

2288_10-q_2015-09-30_ba478598-9979-4785-8d69-5c4fa926b923.pdf

Quarterly Report

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QUARTERLY REPORT for the quarter ended 30 September 2015

Prepared in accordance with CNVM Regulation no 1/2006

Fondul Proprietatea SA

(This is a translation from the official Romanian version)

Contents

Company Information. 2
Overview 4
Significant Events 6
Analysis of the Activity of the Fund 10
Financial Analysis 22

Annexes

Annex 1 Balance Sheet, Income Statement and Informative Data as at 30 September 2015, prepared in accordance with the National
Securities Commission ("CNVM") Regulation no. 4/2011 regarding accounting regulations compliant with EEC Directive IV
applicable to the entities authorised, regulated and monitored by the Financial Supervisory Authority ("FSA"), approved by
CNVM Order no.13/2011 ("Romanian Accounting Regulations") 26
Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 September 2015, prepared in accordance with
CNVM Regulation 4/2010 (Annex no.4). 33
Annex 3 Condensed Interim Financial Statements for the nine-month period ended 30 September 2015, prepared in accordance with

IAS 34 Interim Financial Reporting, based on International Financial Reporting Standards ("IFRS"). . . . . . . . . . . . . . . . . . 37

Company Information

The Company

  • Fondul Proprietatea SA ("the Fund" or "Fondul Proprietatea") was incorporated on 28 December 2005 as a joint stock company operating as a closed-end investment company.
  • The Fund is registered with the Bucharest Trade Register, under the number J40/21901/2005 and has the sole registration code 18253260.
  • The Fund's Investment Objective is the maximisation of returns and per-share capital appreciation via investments mainly in Romanian equities and equity-linked securities.
  • The Sole Administrator of the Fund is Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch ("FTIML" or "Fund Manager"), effective since 29 September 2010, and the mandate was renewed for 2 years with effect from 30 September 2014.
  • Since 25 January 2011, the Fund's shares have been listed on the Bucharest Stock Exchange ("BVB"). Since 29 April 2015, the Fund's global depositary receipts ("GDRs") have been listed on the Specialist Fund Market ("SFM") of the London Stock Exchange ("LSE").

The following table shows a summary of the financial position of the Fund:

NAV and Share Price Developments Q3 2015 Q3 2014 H1 2015
Total Shareholders' Equity (RON million)2 8,266.6 10,955.5 8,676.4
Total NAV (RON million) 12,000.3 14,703.4 12,645.9
NAV per Share (RON) 1.1342 1.2438 1.1851
NAV per Share change in the period (%)1 -4.3% -0.6% -2.3%
NAV per Share Total Return (%)1 -4.3% -0.6% +1.9%
Share Price as at the end of the period (RON) 0.7900 0.9490 0.7950
Share Price Low (RON)3 0.7250 0.8255 0.7945
Share Price High (RON) 3 0.8210 0.9490 0.9270
Share Price change in the period (%)1 -0.6% +11.3% -11.3%
Share Price Total Return (%)1 -0.6% +11.3% -5.8%
Share Price discount to NAV as at the end of the period (%) 30.3% 23.7% 32.9%
Average Share Price discount for the period (%) 32.8% 30.6% 27.2%
Total Share Turnover (RON million) 477.2 803.2 1,047.1
Average Daily Share Turnover (RON million)4 7.2 12.4 8.4
GDR Price as at the end of the period (USD) 10.0000 n.a 10.0000
GDR Price Low (USD)5 9.4500 n.a 9.8900
GDR Price High (USD) 5 10.3000 n.a 10.8950
GDR Price change in the period (%)1 0.0% n.a -7.4%
GDR Price Total Return (%)1 0.0% n.a n.a
GDR Price discount to NAV as at the end of the period (%) 30.6% n.a 32.5%
Average GDR Price discount for the period (%) 32.4% n.a 30.7%
Total GDR Turnover (USD million)6 81.8 n.a 89.7
Average Daily GDR Turnover (USD million) 6 2.0 n.a 1.2

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch

2 Prepared on the basis of Romanian Accounting Regulations

3 Source: BVB - REGS market - Closing prices

4 Source: BVB

5 Source: London Stock Exchange - Closing prices

6 Source: London Stock Exchange

1 Compared to the end of the previous period

FONDUL PROPRIETATEA SA

Share Capital Information 30 September 2015* 30 June 2015** 31 December 2014
Issued Share Capital (RON) 10,074,080,745.90 10,965,850,800.30 11,815,279,886.85
Paid Share Capital (RON) 9,746,649,630.90 10,638,419,685.30 11,469,658,154.35
Number of Shares in Issue 11,193,423,051 12,184,278,667 12,437,136,723
Number of Paid Shares 10,829,610,701 11,820,466,317 12,073,324,373
Nominal Value per Share (RON) 0.90 0.90 0.95

* In August 2015, the FSA endorsed (FSA Endorsement no. 278/ 12 August 2015) the decrease of the Fund's subscribed share capital from RON 10,965,850,800.30 to RON 10,074,080,745.90, following the cancellation of 990,855,616 treasury shares acquired by the Fund during the fourth buy-back programme.

** In May 2015, the FSA endorsed (through Endorsement no. 169/ 20 May 2015) the decrease of the subscribed share capital of the Fund, through the decrease of the nominal value of the Fund's shares with RON 0.05 (from RON 0.95 to RON 0.90 per share).

Share Information
Listing Bucharest Stock Exchange
Since 25 January 2011
Listing SFM of LSE
Since 29 April 2015
Bucharest Stock Exchange Symbol FP
London Stock Exchange Symbol FP.
Bloomberg ticker on BVB FP RO
Bloomberg ticker on LSE FP/ LI
Reuters FP.BX
ISIN ROFPTAACNOR5
Financial Supervisory Authority
Register No
PJR09SIIR/400006/18.08.2010
CIVM Registration No AC-4199-2/ 26.08.2015

Shareholder Structure1 (as at 30 September 2015)

Shareholder Categories % of subscribed
share capital
% of paid-in share
capital
% of voting
rights
The Bank of New York Mellon (depository bank for
global depository receipts)2 32.13% 33.20% 33.92%
Foreign institutional shareholders 22.53% 23.28% 23.82%
Romanian private individuals 21.28% 22.00% 22.51%
Romanian institutional shareholders 12.60% 13.03% 13.33%
Foreign private individuals 6.03% 6.23% 6.38%
Ministry of Public Finance3 0.04% 0.04% 0.04%
Treasury shares4 2.14% 2.22% -
Unpaid shares5 3.25% - -

There were 8,569 shareholders as at 30 September 2015.

Contact Details

Telephone: +40 21 200 9600

Fax: +40 21 200 9631/32

1 Source: Central Depositary

2 Out of which Fondul Proprietatea held 130,411 Global Depository Receipts (6,520,550 shares equivalent)

3 The percentage represents the paid shares; the percentage of subscribed share capital of Ministry of Public Finance is 3.29%, including the unpaid shares

4 12,345,186 treasury shares acquired by the Fund through the sixth buy-back programme and 227,572,250 treasury shares acquired through the fifth buy-back program

5 Shares unpaid by Romanian State represented by Ministry of Public Finance

Overview

Franklin Templeton Investment Management Limited United Kingdom Bucharest Branch, as Sole Administrator and Fund Manager of Fondul Proprietatea presents the results of the Fund in accordance with the Romanian Accounting Regulations for the quarter ended 30 September 2015, with an unaudited net profit of RON 114.5 million (the unaudited net loss for the quarter ended 30 September 2014 was of RON 70.0 million). For the nine-month period ended 30 September 2015 the net profit was RON 471.1 million (for the nine-month period ended 30 September 2014 the net profit was RON 984.5 million).

The significantly better results in the quarter ended 30 September 2015 as compared to the same period in 2014 were mainly due to higher dividend income from the Fund's portfolio companies in the third quarter of 2015, while in the third quarter of 2014, a net accounting loss on disposal of portfolio holdings was recorded. The main factors behind the lower profits in the first nine months of 2015 as compared to 2014 were the lower net accounting result on disposal of portfolio holdings and lower dividend income from the Fund's portfolio companies recorded during the first nine months of 2015, compared to the same period in 2014. For more details, please see the section Financial Analysis.

Total shareholders' equity was RON 8,266.6 million as at 30 September 2015 (30 June 2015: RON 8,676.4 million).

The Fund reported a Net Asset Value ("NAV") of RON 12,000.3 million as at 30 September 2015 and a Net Asset Value per Share ("NAV per share") of RON 1.1342 (a negative NAV per Share total return of - 4.3% as compared to 30 June 2015). The NAV is prepared in accordance with the local rules issued by the capital market regulator.

In the quarter ended 30 September 2015, the Bucharest Stock Exchange outperformed most of the largest markets in Central Europe, except the Czech Republic, in both local currency and EUR terms, as shown in the table below:

% change in Q3 2015 in local currency in EUR
PX (Czech Republic) -1.06% -0.50%
BET-XT (Romania) -3.26% -1.93%
BUX (Hungary) -4.61% -4.16%
ATX (Austria) -7.56% -7.56%
WIG20 (Poland) -10.85% -12.04%

The discount of the Fund's share price to NAV was 30.3% as at 30 September 2015. In the quarter ended 30 September 2015, the discount ranged between 29.8% and 40.1%.

The following table shows a summary of the financial position of the Fund:

NAV and Share Price Developments Notes Q3 2015 Q3 2014 H1 2015 Q3 2015
vs
Q3 2014
Q3 2015
vs
H1 2015
Total Shareholders' Equity (RON million) a 8,266.6 10,955.5 8,676.4 -24.5% -4.7%
Total NAV (RON million) b, d 12,000.3 14,703.4 12,645.9 -18.4% -5.1%
NAV per Share (RON) b, d 1.1342 1.2438 1.1851 -8.8% -4.3%
NAV per Share Total Return (%)* c -4.3% -0.6% +1.9%
Share Price as at the end of the period (RON) 0.7900 0.9490 0.7950 -16.8% -0.6%
Share Price Total Return (%)* c -0.6% +11.3% -5.8%
Share Price Discount to NAV as at the end of the
period (%)
30.3% 23.7% 32.9%
GDR Price as at the end of the period (USD) 10.0000 n.a. 10.0000 n.a. 0.0%
GDR Price Total Return (%)* 0.0% n.a n.a
GDR Price Discount to NAV as at the end of the
period (%)
30.6% n.a 32.5%
Return of capital to shareholders (RON per share) - - 0.0500

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch *Compared to the end of the previous period

Notes:

  • (a) Prepared on the basis of Romanian Accounting Regulations
  • (b) Prepared on the basis of local rules issued by the capital market regulator
  • (c) Calculated with dividend / capital return reinvested, where applicable
  • (d) The difference in change (%) between total NAV and NAV per share is accounted for by the change in the number of treasury shares (treasury shares acquired through buy-backs are excluded from the number of shares used in the computation of NAV per share) and in paid capital during the period

As at 30 September 2015, the NAV (calculated according to local rules issued by the capital market regulator) is higher than the value of Shareholders' equity (calculated according to Romanian Accounting Regulations), principally due to the different valuation methodologies applied to financial assets, as illustrated in the following table:

Local Capital Market Regulations* Romanian Accounting Regulations
Listed securities Valued at closing market prices (regulated
markets)
Valued at cost less adjustments for
impairment
Valued at reference prices (Alternative
Trading Systems and Rasdaq market)**
Unlisted or illiquid listed
securities
Valued as per latest issued annual financial
statements (proportionally with the stake
held) or using fair valuation methodologies
Valued at cost less adjustments for
impairment

* Details on the valuation methods used for each company are presented in the Annex 2 to this report; with effect from 31 December 2012, the shares of companies under insolvency or reorganisation procedure are valued either at zero or at a value assessed by an independent authorised valuer, using valuation methods in accordance with International Valuation Standards (fair value principles). The shares of companies under judicial liquidation procedure or any other liquidation procedures, as well as of companies under temporary or final suspension of operations, must be valued at zero until the respective procedures are completed.

** Reference price is considered to be: the average price for the securities listed on an Alternative Trading System, the closing price for the securities listed on section RGBS of Rasdaq and the average price for the securities listed on sections XMBS of Rasdaq and UNLS.

Significant Events

Regulated Stock Market Trading

Source: BVB, Bloomberg

Fund's Share Price and Discount History (RON per share)

Source: BVB

Investor Relations Update

In the third quarter of 2015, 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 participated in 5 global and regional emerging and frontier market conferences in London, New York, Warsaw, and Bucharest where we met representatives of 38 international institutional investors interested in finding out more details about the Fund and its equity story, and to receive updates on the Fund, the corporate actions, and the underlying holdings.

Also, during this quarter we organised 3 road-shows in Europe (London), and the United States (New York, Dallas, Los Angeles, Salt Lake City), where we participated in individual and group meetings with representatives from over 35 international institutional investment firms, both current shareholders and potential investors of the Fund.

In addition, we organised 22 individual meetings with current and prospective investors, as well as 18 conference calls with institutional investors and analysts covering Fondul Proprietatea, to discuss the latest developments regarding the Fund's portfolio companies and the ongoing and future corporate actions targeted at further reducing the discount of the Fund's share price to the Net Asset Value.

On 13 August, we organised the H1 2015 results conference call with analysts and investors in order to discuss the Fund's results during the first half of the year. 63 analysts and investors participated in the conference call.

On 16 September, we organised the second Retail Investor Day to update the Fund's retail investors on the latest developments of the Fund. 63 individual shareholders participated in the event.

Communication between the Fund Manager 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.

Buy-back Programmes

The Fifth Buy-back Programme

The fifth buy-back programme started on 10 February 2015. On 30 July 2015, the Fund announced the completion of the programme, through which 227,572,250 shares of the Fund were acquired (equivalent to 1.87% of the Fund's subscribed share capital at that date) through daily acquisitions on the Bucharest Stock Exchange.

The total value of the buy-back programme was RON 193,470,259.59 (excluding brokerage fees and other acquisition related costs), and the weighted average price was approximately RON 0.8501 per share. The Fund Manager has put on the 29 October 2015 Extraordinary General Shareholders' Meeting ("EGM") agenda the approval of the cancellation of the shares repurchased during this buy-back programme. For further details regarding shareholders' decision, please see the section Subsequent Events.

The Sixth Buy-back Programme

On 27 April 2015 the General Shareholders' Meeting ("GSM") approved the sixth buy-back programme for a maximum number of 891,770,055 shares or the equivalent number of global depositary receipts corresponding to shares of Fondul Proprietatea, effective until 15 November 2016. The buy-back shall be performed at a price that is neither lower than RON 0.2 per share nor higher than RON 2 per share. The buy-back transactions can only be performed for fully paid shares. The shares repurchased will be cancelled. The implementation of this buy-back programme will be subject to the availability of the necessary cash. The buy-back programme started on 9 September 2015.

As at 30 September 2015, the total number of shares repurchased during the sixth buy-back programme was 21,660,405 (14,208,305 ordinary shares and 7,452,100 equivalent shares of the GDRs repurchased) representing 2.43% of the total programme, at the weighted average price, excluding transactions costs, of RON 0.7943 per share and of USD 10.1356 per GDR (1 GDR = 50 shares), respectively.

Share Capital Decrease

On 12 August 2015, the FSA endorsed the decrease of the subscribed share capital of the Fund from RON 10,965,850,800.30 to RON 10,074,080,745.90, following the cancellation of 990,855,616 treasury shares acquired by the Fund in the fourth buy-back programme in 2014 and 2015. The share capital decrease was effective beginning on 12 August 2015.

Therefore, starting on 12 August 2015, the new value of the Fund's subscribed share capital is RON 10,074,080,745.90, divided into 11,193,423,051 shares with a nominal value of RON 0.90 per share. The value of the paid in share capital is RON 9,746,649,630.90, divided into 10,829,610,701 shares with a nominal value of RON 0.90 per share.

As a result of the share capital decrease the new GDR facility limit, calculated as one third of the share capital, is 74,622,820 GDRs.

Main Litigation Updates

In the administrative file regarding the legal action initiated by the Fund against the FSA for the endorsement of the Addendum no. 2 to the Investment Management Agreement signed in 2010, the Bucharest Court of Appeal announced on 24 April 2014 that it ruled against the Fund and dismissed the claim. The Fund appealed the decision and we are waiting for the Supreme Court of Justice to set the first hearing.

Credit Facility Agreement

On 4 May 2015, Fondul Proprietatea concluded a revolving committed credit facility of RON 500 million with Citibank Europe Plc, Dublin – Romania Branch. The purpose of the credit facility is for general corporate use, including share buy-backs, but excluding investments. It is intended to be a bridging loan.

On 23 June 2015, the Fund drew RON 450 million from the total credit facility, with one month maturity, with the intention to roll it over monthly, if needed. On 23 July 2015 and 21 August 2015, the Fund rolled over the amount drawn of RON 450 million, while on 21 September 2015 the Fund repaid RON 100 million and rolled over the remaining RON 350 million for one month.

For further updates regarding the credit facility agreement, please see the section Subsequent Events.

Updates on the change of legislation regarding the Fund's activity

The Law 74/2015 implementing Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFM Directive") was published in the Official Gazette of Romania on 23 April 2015. Following the entry into force of the Law 74/2015 on 24 May 2015, the FSA approved Regulation 10/ 2015 regarding the alternative investment funds management ("Regulation 10/ 2015") on 22 July 2015, which was published in the Official Gazette of Romania on 28 July 2015. According to the FSA Regulation 10/2015, the Fund is qualified as an Alternative Investment Fund ("AIF") under the Romanian law implementing the AIFM Directive and needs to comply with the provisions of the law implementing AIFM Directive and Regulation 10/2015 before 24 May 2016.

On 15 September 2015 the Fund Manager called the General Shareholders' Meeting for 29 October 2015, proposing the AIFM Directive implementation plan at the level of the Fund as follows:

  • Termination of FTIML's current mandate: the Fund revokes FTIML from its current position of Sole Director and Fund Manager of the Fund (last day of mandate shall be 31 March 2016); the termination shall occur by mutual consent, by signing an addendum to the current Investment Management Agreement as of 29 April 2014.
  • Subsequent to the termination under point above, the Fund appoints Franklin Templeton International Services S.À.R.L ("FTIS") as its Sole Director and Fund Manager under AIFM Directive and local implementation regulations, and executes a new investment management agreement in order to reach AIFM Directive compliance (FTIS' mandate will commence on 1 April 2016). Considering that the replacement of the Fund Manager with another entity from the group is proposed to be done in view of complying with the Directive 2011/61/EU on Alternative Investment Fund Managers and the related national implementation laws and regulations, we propose the shareholders to approve the waiver of any selection procedure as the change is made to comply with legal requirements.
  • Delegation of activities: the Board of Nominees approves the delegation of certain portfolio management and administrative activities from FTIS to FTIML.

For further details regarding shareholders' decision, please see the section Subsequent Events.

Subsequent Events

Decisions of 29 October 2015 GSM

The main decisions of the shareholders at the 29 October 2015 GSM, approved with more than 90% of the votes were the following:

  • The approval of the decrease of the subscribed share capital as a result of the cancelation of the shares repurchased during the fifth buy-back programme;
  • The approval of the seventh buy-back programme;
  • The approval of the amendment of the Investment Policy Statement of the Fund, with effective date 1 April 2016;
  • The approval for the authorisation of the Sole Administrator to execute any disposal acts over any holdings in the portfolio companies of the Fund, which either individually or cumulatively during 2015 or 2016 financial year, for each year separately, exceed 20% of the total value of the non-current assets, less receivables (up to 30% of the total value of the non-current assets, less receivables);
  • The approval of AIFM Directive implementation plan, including (i) the amended Constitutive Act of the Fund, (ii) the termination of the mandate of FTIML as Fund Manager and Sole Director, (iii) the appointment of FTIS as Fund Manager and Sole Director and (iv) the new Investment Management Agreement, all with effective date 1 April 2016;
  • The approval of Addendum 3 to the current Investment Management Agreement as recommended by FSA;
  • The approval of Addendum 4 to the current Investment Management Agreement containing the increase of the distribution fee;
  • The approval of continuation vote for the mandate of FTIML as Fondul Proprietatea's Fund Manager and Sole Director;
  • The approval of the increase of the monthly remuneration of the members of the Board of Nominees;
  • The approval of the Fund's budget for 2016;
  • The appointing of Deloitte Audit SRL as the financial auditor of Fondul Proprietatea for 2015 and the approval of the financial audit agreement; and
  • The ratification and the approval of all GSM resolutions and of all legal acts concluded, adopted and issued in the name of Fondul Proprietatea through FTIML between 6 September 2010 and 28 October 2015.

Disposals

On 21 October 2015 the Fund sold an aggregate of 16,000,000 existing shares in SNGN Romgaz SA ("Romgaz SA"), equivalent of 4.15% of the existing share capital of Romgaz SA, or 41.51% of the Fund's holding in Romgaz SA (14,715,000 in the form of shares and 1,285,000 in the form of global depositary receipts) to qualified investors and certain other investors, not exceeding 150 natural or legal persons per Member State, other than qualified investors (all within the meaning of paragraphs (2)(a) and (2)(b) of Article 3 of the Prospectus Directive). The shares were priced at RON 28.50 and USD 7.32 (in relation to disposals via dollar-denominated global depositary receipts, based on an intraday foreign exchange rate of RON 3.8927 per USD).

In November 2015 the Fund sold its entire holding in Petrotel Lukoil SA, respectively 2,152,291 shares. The transfer of the ownership title over the shares sold was recorded by the Central Depositary on 2 November 2015.

Updates on the Credit Facility Agreement

In October 2015 the Fund repaid the RON 350 million previously drawn from the credit facility concluded with Citibank Europe Plc, Dublin - Romania Branch.

Analysis of the Activity of the Fund

Analysis of the Portfolio of the Fund

Net Asset Valuation

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 local rules issued by the capital market regulator, no later than 15 calendar days after the reporting month end.

All NAV reports are published on the Fund's website at www.fondulproprietatea.ro, together with the share price and discount information.

NAV Methodology

CNVM Regulation no. 4/2010 as subsequently amended allows the NAV calculation based on best international practice suitable for a listed closed-end fund.

Listed securities are valued at closing market prices if listed on regulated markets, or reference prices if listed on an Alternative Trading System ("ATS"), on Rasdaq market or on UNLS section of BVB. In case of shares listed on ATS the reference price is considered to be the average price; in case of shares listed on Rasdaq the reference price is considered to be the closing price for the shares listed on section RGBS and the average price for the shares listed on section XMBS; and in case of shares traded on UNLS section of BVB the reference price is considered to be the average price.

Illiquid or unlisted securities are valued using either the value of shareholders' equity, as per the latest available annual financial statements, proportionally with the stake held, or according to International Valuation Standards which permit fair valuation.

Starting December 2012, the shares in the companies going through insolvency or a reorganisation procedure are valued either at zero, or at the value provided by an independent valuer, using valuation methods in accordance with International Valuation Standards which permit fair valuation (previously such holdings were valued at zero, until the procedure was finalised). The shares in the companies under a judicial liquidation procedure, or any other liquidation procedures, as well as in the companies under temporary or final suspension of operation, are valued at zero until the procedure is finalised.

Beginning December 2012, the treasury shares acquired through buy-backs are excluded from the number of shares used in the NAV per share computation.

Buybacks via Global Depositary Receipts

In September 2015, Fondul Proprietatea started the sixth buyback programme which is carried out by the Fund both through buying ordinary shares on the Bucharest Stock Exchange and through buying GDRs on the London Stock Exchange.

From an accounting point of view the GDRs bought back by the Fund are accounted for exactly as the own ordinary shares repurchased, as a deduction in shareholders' equity (in an account with debit balance in shareholders' equity). This is the result of the application of substance over form principle, due to the fact that buyback via GDRs is only a technical/ legal form of the transaction, the substance of the transaction being that the Fund buys back its own shares, giving the same rights to both holders of Fund's ordinary shares and of Fund's GDRs, to take part in the buyback programmes carried out by the Fund.

According to CNVM Regulation no. 4/2010, as subsequently amended, in the computation of the NAV per share, the number of own shares bought back by the Fund, held at the NAV reporting date, should be deducted from the number of shares issued and paid-in.

Due to the fact that in substance the Fund's GDRs are similar with the ordinary shares to which they correspond, in the computation of the number of shares used in the calculation of NAV per share, the equivalent number of shares corresponding to the GDRs bought back and held by the Fund as at NAV reporting date are also deducted (together with the number of the ordinary own shares bought back and held).

Official accounting regulations in 2015

Starting 1 January 2015, according to FSA Instruction no. 2/6 August 2014, entities authorised, regulated and supervised by the FSA were required to apply IFRS as the basis of accounting. Therefore, starting on 1 January 2015 the Fund adopted IFRS as the statutory official accounting framework and used the accounting records under IFRS for the computation of the non-portfolio items for the 30 January 2015, 27 February 2015, 31 March 2015 and 30 April 2015 NAV reports.

In May 2015 FSA issued Instruction no. 1/19 May2015 (which amended Instruction no. 2/2014) according to which the implementation of IFRS as the official basis of accounting is postponed until 1 January 2016 and regulated entities should continue to apply the Romanian Accounting Regulations (CNVM Regulation 4/2011) in 2015. As a result, the Fund used the accounting records according to Romanian Accounting Regulations for the computation of the non-portfolio items in the monthly NAV reports, starting the 29 May 2015 NAV report.

The following chart shows information on the monthly published NAVs per share for the period 31 December 2014 to 30 September 2015:

NAV per share (RON per share)

Source: FTIML, based on NAV reports submitted to FSA *Based on Romanian Accounting Regulations for non-portfolio items **Based on IFRS for non-portfolio items

The grey section within May 2015 represents the value of the 2015 return of capital per share, approved by shareholders in January 2015, which was recorded in May 2015, following the FSA endorsement of this share capital decrease (Endorsement no. 169/ 20 May 2015), which resulted in a corresponding reduction of the NAV per share.

During the third quarter of 2015 the NAV per share decreased by 4.3%, mainly due to the negative impact of the decrease of the share prices of certain listed holdings, principally OMV Petrom SA (impact on the Fund's NAV of RON 450.8 million or RON 0.0426 per share) and Romgaz SA (impact on the Fund's NAV of RON 246.7 million or RON 0.0233 per share), while the buybacks carried out during the period had a slight positive impact.

During the third quarter of 2015, there were no material changes in the valuation of the Fund's unlisted holdings.

Investment Strategy and Portfolio Analysis

The Fund's Investment Objective is the maximisation of returns and per-share capital appreciation via investments mainly in Romanian equities and equity-linked securities. The equity exposure amounted to 100.7% of the Fund's NAV as at 30 September 2015. As at that date, the portfolio was composed of holdings in 49 companies (15 listed and 34 unlisted), containing a combination of privately held and state-controlled entities.

Portfolio Structure – by Controlling Ownership

• Net cash and receivables includes bank deposits, current bank accounts, treasury bills and bonds, dividend receivables, as well as other assets, net of all liabilities (including short-term bank loans, liabilities to shareholders related to the returns of capital and dividends from previous years) and provisions.

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015

Portfolio Structure - by Sector

■ Oil & Gas
Power utilities: generation 20.7%
Power & Gas Utilities: transport,
distribution, supply 28.8%
$\blacksquare$ Infrastructure
E Banks
$\blacksquare$ Others
$\blacksquare$ Net Cash and Receivables $\blacksquare$ 0.7%

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA

Portfolio Structure – by Asset Type

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA

• The portfolio remained heavily weighted in power, oil and gas sectors (approx. 89.5% of the NAV), through a number of listed and unlisted Romanian companies.

Portfolio Structure – Unlisted entities

■ Hidroelectrica SA 33.7%
Enel Group companies 25.4%
Electrica Group companies 11.9%
GDF Suez Energy Romania SA 7.1%
E.ON Group companies 9.0%
■ CN Aeroporturi Bucuresti SA 5.1%
■Societatea Nationala a Sarii SA 2.2%
■ Others……………………………… 5.6%

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA

Portfolio Structure – Listed entities

■ OMV Petrom SA 64.2%
Romgaz SA
BRD Groupe Societe Generale SA 4.7%
■Nuclearelectrica SA 3.5%
Banca Transilvania SA 3.6%
■Alro SA………………………………… 1.8%
Conpet SA
Others

• The largest unlisted company is Hidroelectrica SA (33.7% of the total value of unlisted companies in the portfolio)

• The largest listed company is OMV Petrom SA (64.2% of the total value of listed companies in the portfolio)

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA

Top 20 Equity Investments

Fund's Stake (%) Value as at
30 September
2015
% of NAV
as at
No Name (RON million) 30 September
2015
1 OMV Petrom SA 18.99% 3,604.1 30.0%
2 Hidroelectrica SA 19.94% 2,178.1 18.2%
3 Romgaz SA 10.00% 1,156.3 9.6%
4 ENEL Distributie Banat SA 24.12% 640.5 5.3%
5 ENEL Distributie Muntenia SA 12.00% 465.8 3.9%
6 GDF Suez Energy Romania SA 11.99% 461.3 3.8%
7 E.ON Distributie Romania SA* 18.34% 445.9 3.7%
8 ENEL Distributie Dobrogea SA 24.09% 396.9 3.3%
9 CN Aeroporturi Bucuresti SA 20.00% 332.3 2.8%
10 BRD Groupe Societe Generale SA 3.64% 264.0 2.2%
11 Electrica Distributie Muntenia Nord SA 21.99% 235.6 2.0%
12 Electrica Distributie Transilvania Sud SA 21.99% 206.5 1.7%
13 Electrica Distributie Transilvania Nord SA 22.00% 201.6 1.7%
14 Banca Transilvania SA 2.87% 199.4 1.7%
15 Nuclearelectrica SA 9.09% 192.1 1.6%
16 Societatea Nationala a Sarii SA 48.99% 142.9 1.2%
17 E.ON Energie Romania SA 13.39% 133.9 1.1%
18 CN Administratia Porturilor Maritime SA 19.99% 132.6 1.1%
19 Electrica Furnizare SA 22.00% 126.4 1.1%
20 Complexul Energetic Oltenia SA 21.55% 108.5 0.9%
Top 20 equity holdings 11,624.7 96.9%
Total equity holdings 12,081.6 100.70%
Net cash and receivables -81.3 -0.70%
Total NAV 12,000.3 100.0%

Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA * E.ON Distributie Romania SA was created at 31 December 2014 through the merger of E.ON Gaz Distributie SA (the absorbing company, whose name was changed) and E.ON Moldova Distributie SA (the absorbed company)

Key Portfolio Developments in the Period

Acquisitions and Disposals

In July 2015, Banca Transilvania SA completed the registration of the share capital increase (from incorporation of reserves) with the Central Depositary. As a consequence, a number of 12,011,283 bonus shares received by the Fund were reflected as part of its portfolio (previously these shares were reflected in the other non-current assets category in the Fund's NAV report).

In August the Fund contributed in cash with RON 1.0 million to the share capital increase of Zirom SA. The capital increase was needed to finance an ongoing project aimed to increase the company's productivity and upgrading quality control and testing equipment.

There were no disposals of shares from the Fund's portfolio during the third quarter of 2015.

Energy Sector Updates

The Romanian National Energy Regulatory Authority ("ANRE") modified the tariff setting methodology for the electricity distribution service (Order 112/ 29 October 2014), with the most significant changes being the possibility given to the regulator to revise the regulatory rate of return ("RRR") starting from the second year of the ongoing five year regulatory period (2014 - 2018). Subsequently, ANRE effectively reduced the level of the RRR (before tax and expressed in real terms) to 7.70% from the previous level of 8.52% (Order 146/ 10 December 2014). The ANRE decision was challenged in Administrative Court by Fondul Proprietatea and some of the distribution companies and these cases are ongoing.

Energy Tariff Changes

The proposed timetable for gradual elimination of the regulated electricity prices for non-household consumers and for household consumers is according with the table below:

Non-household consumers – Household consumers –
% acquisition from the % acquisition from the
Starting date competitive market competitive market
01.01.2013 30 -
01.04.2013 45 -
01.07.2013 65 10
01.09.2013 85 10
01.01.2014 100 20
01.07.2014 100 30
01.01.2015 100 40
01.07.2015 100 50
01.01.2016 100 60
01.07.2016 100 70
01.01.2017 100 80
01.07.2017 - 90
31.12.2017 - 100
Source: ANRE

Electricity prices (EUR/ MWh)

Source: Bloomberg, Hidroelectrica

Note: Day Ahead Market – monthly average for base load

Energy Resources (thousand tons barrels of oil equivalent)

January – August 2015 January – August 2014 % change
Total Production Import Total Production Import Total Production Import
Coal 3,354.8 2,988.8 366.0 3,194.0 2,912.1 281.9 5.0 2.6 29.8
Oil 7,119.7 2,521.8 4,597.9 6,840.4 2,536.8 4,303.6 4.1 (0.6) 6.8
Natural gas 5,773.2 5,706.1 67.1 6,101.4 5,770.8 330.6 (5.4) (1.1) (79.7)
Hidro, Nuclear, and Import
energy
3,650.5 3,434.2 216.3 3,328.9 3,306.9 22.0 9.7 3.8 883.2
Import oil products 1,604.6 - 1,604.6 1,276.1 - 1,276.1 25.7 - 25.7
Others 325.7 - 325.7 260.2 - 260.2 25.2 - 25.2
Total resources 21,828.5 14,650.9 7,177.6 21,001.0 14,526.6 6,474.4 3.9 0.9 10.9
Source: National Institute of Statistics (INSSE)

Gas Tariff Changes

Gas prices have increased starting 1 February 2013, pursuant to the schedule for gradual elimination of regulated gas prices. As of 1 January 2015, prices for supply to non-household consumers are determined freely, based on direct negotiation or acceptances of supplier's standard offer. Based on Government Decision no. 488/2015, the Government approved the updated schedule for gas price liberalisation for household consumers and heat producers (for the energy used in residential heating) for the period 1 July 2015 – 1 April 2020.

Starting date Household prices (RON/ MWh)
01.07.2015 60.00
01.07.2016 66.00
01.04.2017 72.00
01.04.2018 78.00
01.04.2019 84.00
01.04.2020 90.00
Source: Government Decision no. 488/2015

Gas prices (EUR/ thousand m3 )

Source: Wood & Co, Bloomberg

Special Infrastructure Tax

Starting with January 2015, the special infrastructure tax of 1.5% of the value of the special infrastructure assets, which most of the companies in the Fund's portfolio had to pay for the first time in 2014, has been lowered by one third to 1.0% of the value of such special infrastructure assets.

Update on the Largest 20 Portfolio Companies

Banca Transilvania SA

RON million 2013 2014 9M 2014 9M 2015*** 2014* 2015*
Operating income 1,752.9 2,078.0 1,484.5 1,721.1 942.0 2,015.0
Net impairment losses 414.3 684.4 445.2 (18.1) 430.0 550.0
Net profit 397.6 442.5 338.1 2,296.2 512.0** 596.0**

Source: based on consolidated IFRS financial statements (2013 figures have been restated)

*Budgeted figures before revision in October 2015

** Refers to budgeted gross profit, 2015 and 2014 budget does not include a line for net profit

*** Based on consolidated IFRS financial statements, including Volksbank Romania and the other companies in the group

October: Shareholders approved the merger of Banca Transilvania SA and Volksbank Romania. The integration process is expected to be finalised by the end of 2015. At the same meeting shareholders approved the revised budget for 2015, which includes the merger but excludes one-offs in the profitability estimates: it shows an improved ROE of 18.1% from 13.0% before revision of the budget, cost/ income of maximum 22.2% from 43.1% before revision of budget, and total asset growth of 22.9% from 3.9% in the previous budget.

November: The bank published the results for the first 9 months of 2015, which include the effects of the acquisition of Volksbank Romania and are therefore not directly comparable to results for the corresponding period from 2014. The bank also published a set of directly comparable results, which exclude the effects of the acquisition and show a 1.6% increase in operating income to RON 1,453.6 million, an 18.0% decline of impairment losses to RON 362.4 million and a 3.0% decline of net profit to RON 313.0 million.

BRD – Groupe Societe Generale SA

RON million 2013 2014 9M 2014 9M 2015 2014* 2015*
Expected decrease
due to lower net Around 3%
Net banking income 2,850.6 2,620.5 1,966.1 1,860.1 interest income increase
Net operating income 1,491.3 1,295.3 1,006.2 906.2 n.a.
Significant Significant
Net cost of risk 2,130.8 1,215.4 967.7 454.3 improvement decrease
Expected return to Significant
Net profit/ (loss) (387.5) 63.1 33.6 380.1 profitability improvement

Source: Based on consolidated IFRS financial statements

* Budgeted figures

November: According to the unaudited consolidated IFRS financial statements for the first nine months of the year ended 30 September 2015 the bank reported a net profit of RON 380.1 million compared to a net profit of RON 33.6 million during the similar period of 2014. The net banking income decreased by 5.4% y.o.y to RON 1,860.1 million, while general operating expenses decreased by 0.6% y.o.y to RON 953.9 million, leading to a net operating income of RON 906.2 million, representing a decrease of 9.9% y.o.y. Net cost of risk decreased by 53.1% compared to the similar period of the previous year, to RON 454.3 million.

CN Administratia Porturilor Maritime SA

RON million 2013 2014 H1 2014 H1 2015 2014* 2015*
Total revenue 302.4 305.2 140.7 157.1 297.1 306.1
Operating profit 76.6 83.8 50.9 70.7 43.3 55.1
Net profit 65.0 70.3 41.8 61.4 31.0 39.8
Dividends 50.6 32.3 n.a. n.a. 13.5 17.6

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations

* Budgeted figures

August: Financial statements for the half year ended 30 June 2015 show total revenues increased compared to the same period of 2014 by 11.7% to RON 157.1 million and net profit increased 46.9% to RON 61.4 million.

September: Total traffic increased in the first 8 months of 2015 compared with the same period of 2014 by 12.7% to 38.9 million tons.

CN Aeroporturi Bucuresti SA

RON million 2013 2014 H1 2014 H1 2015 2014* 2015*
Total revenue 641.4 689.7 316.7 361.7 676.8 725.8
Operating profit 91.0 124.4 60.8 106.7 39.9 40.6
Net profit 69.0 98.8 52.6 90.4 25.3 44.3
Dividends 61.6 51.2 n.a. n.a. 12.6 24.4

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations

* Budgeted figures

August: Financial statements for the half year ended 30 June 2015 show total revenues increased compared to the same period of 2014 by 14.2% to RON 361.7 million and net profit increased 71.9% to RON 90.4 million.

September: Total passenger traffic increased by 11.8% to 6.1 million passengers in the first 8 months of 2015 compared with the same period of 2014.

Complexul Energetic Oltenia SA

RON million 2013 2014 H1 2014 H1 2015 2015*
Sales 4,278.2 4,105.4 1,899.4 1,928.6 4,228.7
Operating profit / (loss) (28.0) (638.7) (157.4) 94.6 98.3
Net profit / (loss) 4.5 (693.6) (193.5) 13.6 0.7
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations
* Budgeted figures

September: The company released the financial results for the half year ended 30 June 2015: electricity sold from internal production increased by 7.6% y.o.y. to 5.5 TWh, operating revenues were 1.5% up y.o.y. to RON 1,928.6 million, the company recorded an operating profit of RON 94.6 million (compared to a loss of RON 157.4 million in the first six months of 2014) and a net profit of RON 13.6 million (compared to a loss of RON 193.5 million in the first six months of 2014); however, the expenses with the CO2 certificates were only partially recognised.

E.ON Distributie Romania SA

E.ON Distributie Romania SA was created on 31 December 2014 through the merger of E.ON Gaz Distributie SA (as the absorbing company, whose name was changed) and E.ON Moldova Distributie SA (as the absorbed company).

RON million 2013 2014 2014* 2015***
Sales 726.5 770.5 748.0** 1,448.0**
Operating profit 74.0 96.8 50.0 217.0
Net profit 67.8 83.0 37.0 180.0
Dividends**** - - - -

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations (2013 and 2014 figures reflect only gas distribution business as reported by the company)

* E.ON Gaz Distributie SA 2014 budget

**2014 budget: Power distribution revenue / 2015 budget: Power and gas distribution revenue

***Budgeted figures (includes also electricity distribution business)

****E.ON Gaz Distributie dividends

E.ON Energie Romania SA

RON million 2013* 2014* 2014*** 2015***
Operating revenue 4,766.7 4,871.9 5,326.0** 4,821.0**
Operating profit 226.6 108.6 159.0 125.0
Net profit 224.5 94.0 131.0 110.0

* Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations

**Power and gas sales revenue

***Budgeted figures

Electrica Distributie Muntenia Nord SA ("EDMN")

RON million 2013 2014 H1 2014 H1 2015 2015*
Total revenue 792.8 805.4 388.3 394.2 778.3
Operating profit 132.6 159.6 78.1 94.3 165.5
Net profit 126.5 140.2 75.8 83.1 139.0
Dividends 105.5 112.1 n.a. n.a. 111.1

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

August: Financial results for the first six months of 2015 as per Romanian accounting regulations show an increase in operating revenues of 2.4% from RON 380.7 million to RON 390.0 million and a 9.6% increase in net profits from RON 75.8 million to RON 83.1 million.

Electrica Distributie Transilvania Nord SA ("EDTN")

RON million 2013 2014 H1 2014 H1 2015 2015*
Total revenue 656.3 674.7 332.8 352.0 685.1
Operating profit 88.0 119.6 70.4 93.4 146.0
Net profit 63.7 95.3 61.1 80.0 120.3
Dividends 53.0 75.9 n.a. n.a. 96.1

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

August: Financial results for the first six months of 2015 as per Romanian accounting regulations show an increase in total revenues of 5.8% from RON 332.8 million to RON 352.0 million and a 30.9% increase in net profits from RON 61.1 million to RON 80.0 million.

Electrica Distributie Transilvania Sud SA ("EDTS")

RON million 2013 2014 H1 2014 H1 2015 2015*
Total revenue 716.1 739.3 366.1 383.0 779.3
Operating profit 90.3 121.4 76.3 90.9 142.2
Net profit 69.3 100.1 66.5 77.3 110.4
Dividends 57.9 79.9 n.a. n.a. 87.8

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

August: Financial results for the first six months of 2015 as per Romanian accounting regulations show an increase in total revenues of 4.6% from RON 366.1 million to RON 383.0 million and a 16.2% increase in net profits from RON 66.5 million to RON 77.3 million.

Electrica Furnizare SA

RON million 2013 2014 H1 2014 H1 2015 2015*
Total revenue 4,795.2 4,055.4 2,056.9 2,056.2 4,097.5
Operating profit 100.1 223.7 141.6 73.5 n.a.
Net profit 101.5 204.7 130.6 66.2 95.1
Dividends 89.3 174.0 n.a. n.a. -

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

August: Financial results for the first six months of 2015 as per Romanian accounting regulations show revenues almost flat at RON 2,056.2 million compared with RON 2,056.9 million and a 49.3% decrease in net profits from RON 130.6 million to RON 66.2 million. The net profits in the first six months of 2014 were affected positively by one off events.

ENEL Distributie Banat SA ("EDB")

RON million 2013 2014 2014* 2015*
Operating revenue 659.3 631.4 571.8 557.0
Operating profit 203.4 188.4 191.3 188.1
Net profit 190.7 172.2 176.1 161.8
Dividends - 85.7 - -

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

August: Catalin Deaconescu and Gabriel Andronache were replaced as members of the board with Stanislav-Bogdan Laura Cristina and Violeta Floria following the request from SAPE (the government agency in charge with managing the state's participation in energy companies).

ENEL Distributie Dobrogea SA ("EDD")

RON million 2013 2014 2014* 2015*
Operating revenue 544.5 526.5 480.7 461.9
Operating profit 148.9 102.7 154.7 154.7
Net profit 133.5 87.7 130.6 129.3
Dividends - 43.6 - -

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

ENEL Distributie Muntenia SA ("EDM")

RON million 2013 2014 2014* 2015*
Operating revenue 997.7 1,001.4 903.4 901.1
Operating profit 220.9 246.3 287.7 244.1
Net profit 267.2 240.8 254.0 211.7
Dividends - - - -
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures

August: Cristian Cosmin was replaced as member of the board with Mihaela Preda following the request from SAPE (the government agency in charge with managing the state's participation in energy companies).

GDF Suez Energy Romania SA

RON million 2013 2014 H1 2014 H1 2015 2014* 2015*
Turnover 4,127.1 4,337.2 2,332.7 2,536.7 4,667.1 4,441.4
Operating profit 518.7 560.9 416.9 426.7 372.7 262.1
Net profit 447.1 443.1 346.7 351.3 359.6 278.8
Dividends** 280.0 200.0 n.a. n.a. - -

Source: consolidated IFRS financial statements

*Budgeted figures based on separate IFRS financial statements

**Dividends are based on the separate IFRS financial statements

Hidroelectrica SA

RON million 2013 2014 H1 2014 H1 2015 2014* 2015*
Turnover 3,083.2 3,406.0 1,554.3 1,851.5 2,522.0** 2,851.3**
Operating profit 1,016.1 1,207.9 495.4 734.0 399.9 489.7
Net profit 718.8 941.5 410.0 596.9 246.5 371.9
Dividends - 646.4 n.a. n.a. - 174.5

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations

*Budgeted figures **Operating revenue

September: The first 8 months of 2015 results as per Romanian accounting regulations show net profits of RON 830.0 million compared with RON 719.0 million in the first 8 months of 2014.

Nuclearelectrica SA

RON million 2013 2014 H1 2014 H1 2015 2014** 2015*
Sales 1,932.5 1,794.6 853.9 858.4 1,816.3 1,884.0
Operating profit/ (loss) 459.3 173.8 (18.4) 14.4 103.1 57.7
Net profit 426.9 131.4 14.4 1.6 99.0 30.8
Dividends*** 340.9 90.4 n.a. n.a. 47.7 15.7

Source: Based on consolidated IFRS financial statements audited

* Budgeted figures

** Revised budgeted figures

***Dividends are based on the separate IFRS financial statements

August: The company released the financial results for the first six months of 2015: electricity output was flat y.o.y. at 5.18 TWh and total sales were up 0.5% y.o.y. to RON 858.4 million. The total costs decreased slightly y.o.y. despite the additional costs generated by the planned shutdown of Unit 2 in Q2 2015 for approximately 25 days: total operating expenses decreased 3.3% to RON 843.9 million. Salaries expenses were higher than estimated mainly due to the fact that some benefits in kind were previously booked as other expenses.

Operating profit increased to RON 14.4 million in the first six months of 2015 compared to a loss of RON 18.4 million in the first six months of 2014, mostly supported by a lower tax on special construction, which was reduced to 1.0% from 1.5% previously (paid in full amount in first quarter of 2015). The bottom line decreased to RON 1.6 million compared to RON 14.4 million in the first six months of 2014 as financial losses offset improvements in operating activity.

OMV Petrom SA

RON million 2013 2014 9M 2014 9M 2015 2014* 2015*
Sales 24,185.2 21,541.3 16,194.6 13,626.8 17,140.0 n.a.
Operating profit 5,957.9 3,338.3 3,449.1 1,314.7 4,405.0 1,121.0
Net profit/ (loss) 4,824.0 2,099.7 2,406.7 990.7 3,936.0 1,102.0
Dividends** 1,744.6 634.4 n.a. n.a. - -

Source: Based on consolidated IFRS financial statements

**Dividends based on separate IFRS financial statements

September: Shareholders approved the company's secondary listing on the London Stock Exchange by the issuance of Global Depository Receipts. The approval is valid until the end of 2016.

*Budgeted figures

Reiner Seele was confirmed by shareholders as the new President of the Supervisory Board. He had been appointed to this position on an interim basis in July. He is the new CEO of OMV AG since July 2015 and has extensive experience in the oil and gas industry at companies such as Wintershall AG, WINGAS GmbH and BASF AG.

November: The company published the results for the third quarter and for the first 9 months of 2015, which were significantly impacted by the 49.0% decline in average realised oil price compared to the same period of 2014, which was only partially compensated by strong refining margins and cost reductions. Total sales declined in the first 9 months by 15.9% to RON 13,626.8 million, group EBIT declined by 61.9% to RON 1,314.7 million and net profit declined 58.8% to RON 990.7 million. Results were also impacted by the revision of the company's assumptions for oil prices going forward, which resulted in unscheduled depreciation expenses of RON 786.0 million during the third quarter of 2015 alone.

Romgaz SA

RON million 2013 2014 H1 2014 H1 2015 2014** 2015**
Sales 3,894.3 4,493.3 2,526.3 2,235.1 5,089.5 4,587.5***
Net profit 995.6 1,409.9 871.0 766.6 1,160.6 1,511.9
Dividends* 990.6 1,214.1 n.a. n.a. - -

Source: Based on audited IFRS financial statements

* Dividends are based on the separate IFRS financial statements

**Budgeted figures based on the Romanian Accounting Regulations

***Total operating revenues

September: The company published a current report offering additional details regarding the contractual situation with Electrocentrale Bucuresti SA, one of its biggest clients representing approximately 20% of annual sales, which was generating overdue receivables for which Romgaz SA recorded provisions of RON 136.0 million during the first 6 months of 2015. The Board decided to extend the contract which expired on 30 September until 15 October, later further extended to 15 November, with gas deliveries conditioned on payments in advance. The continuation of the contract beyond 15 November was conditioned by a clarification of the situation of overdue receivables.

Societatea Nationala a Sarii SA (Salrom)

RON million 2013 2014 H1 2014 H1 2015 2014** 2015*
Operating revenue 326.9 297.6 133.9 154.2 335.2 324.6
Operating profit 48.8 31.8 17.6 35.0 40.3 47.0
Net profit 42.8 24.5 13.4 29.4 35.2 40.2
Dividends 40.4 20.9 n.a. n.a. 18.2 37.0

Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations

*Budgeted figures

** Revised budgeted figures

August: The company released the financial results for the first six months of 2015: revenues increased by 15.2% y.o.y. to RON 154.2 million, operating profit almost doubled to RON 35.0 million and net profit rose 119.4%, reaching RON 29.4 million. The improvement in the financial results came mainly from the increase in salt quantities sold to the key clients and also from a slight cost reduction.

Changes affecting the share capital of the Fund during the quarter ended 30 September 2015

On 12 August 2015, the FSA endorsed the decrease of the subscribed share capital of the Fund from RON 10,965,850,800.30 to RON 10,074,080,745.90, following the cancellation of 990,855,616 treasury shares acquired by the Fund in the fourth buy-back programme in 2014 and 2015. The share capital decrease was effective beginning on 12 August 2015. Therefore, starting on 12 August 2015, the new value of the Fund's subscribed share capital is RON 10,074,080,745.90, divided into 11,193,423,051 shares with a nominal value of RON 0.90 per share. The value of the paid in share capital is RON 9,746,649,630.90, divided into 10,829,610,701 shares with a nominal value of RON 0.90 per share. As a result of the share capital decrease the new GDR facility limit, calculated as one third of the share capital, is 74,622,820 GDRs.

Financial Analysis

The unaudited Balance Sheet and Income Statement for the nine-month period ended 30 September 2015, prepared in compliance with Romanian Accounting Regulations are included in full in Annex 1 to this Report.

This section provides a commentary on the principal elements of the Fund's financial position and results for the quarter ended 30 September 2015, in compliance with Romanian Accounting Regulations.

Balance Sheet

RON million 31 December 2014 30 June 2015 30 September 2015
Audited Unaudited Unaudited
Intangible assets 0.8 0.8 0.7
Financial assets 9,075.2 8,798.4 8,348.0
Non-current assets - total 9,076.0 8,799.2 8,348.7
Current assets - total 319.5 438.6 343.0
Prepaid expenses - 0.2 0.1
Payables within one year 41.4 544.5 408.1
Total assets less current liabilities 9,354.1 8,693.5 8,283.7
Provisions 15.1 17.1 17.1
Shareholders' equity 9,339.0 8,676.4 8,266.6

As at 30 September 2015 and as with previous periods, intangible assets included the value of the licenses and the implementation costs of the Fund's accounting and reporting software, net of accumulated amortisation.

Financial assets included the Fund's listed and unlisted equity investments. According to Romanian Accounting Regulations, both listed and unlisted equity investments are valued at cost (or their initial value) less adjustments for impairment.

For listed investments, the impairment adjustment records any adverse difference between cost and closing price (an impairment adjustment is booked if closing price is lower than cost). For unlisted or illiquid listed equity investments, the impairment test compares the cost with the Fund's share of shareholders' equity as per the portfolio companies' latest available financial statements or using values assessed by independent valuers, and any adverse result is booked as impairment. In performing the impairment test, the financial information from the most recent financial statements of the companies is corroborated with the most recent publicly available qualitative and quantitative information regarding the assets.

In the quarter ended 30 September 2015, the value of the financial assets decreased by RON 450.4 million, mainly as a result of the increase of the impairment adjustments recorded for certain listed equity investment because of their share price decrease (principally OMV Petrom SA, with an additional impairment adjustment of RON 450.8 million).

The decrease in current assets of RON 95.6 million and the decrease in payables of RON 136.4 million in the quarter ended 30 September 2015 was mainly a result of the repayment of RON 100.0 million from the amounts drawn from the credit facility concluded with Citibank Europe Plc, Dublin - Romania Branch. Also, during the third quarter of 2015 the payables decreased as a result of the payments made to shareholders related to the 2015 return of capital of RON 29.0 million.

Income Statement

RON million

Quarter 3 2014 Quarter 3 2015 9 month period
ended 30
September 2014
9 month period
ended 30
September 2015
Unaudited Unaudited Unaudited Unaudited
Revenues from current activity, out of which: 246.8 137.3 1,699.4 575.9
Revenues from financial assets 20.0 134.3 669.8 567.5
Interest income 8.4 0.9 16.8 2.4
Reversal of impairment adjustments and provisions 0.2 0.3 30.2 0.5
Revenues from disposal of financial assets 216.7 0.0 979.1 1.9
Revenues from foreign exchange differences 0.1 0.1 1.4 0.4
Other income from current activity 1.4 1.7 2.1 3.2
Expenses from current activity, out of which: 307.7 26.1 690.9 102.8
Expenses from disposal of financial assets 277.4 0.0 605.6 5.0
Expenses from foreign exchange differences 0.1 0.2 2.2 0.6
Depreciation, provisions, losses from receivables and
sundry debtors
0.1 0.5 2.1 2.7
Commissions and fees 9.0 3.2 23.1 12.4
Interest expense - 1.7 - 1.8
Other expenses from current activity* 21.1 20.5 57.9 80.3
Gross profit/ (loss) (60.9) 111.2 1,008.5 473.1
Income tax expense 9.1 (3.3) 24.0 2.0
Net profit/ (loss) (70.0) 114.5 984.5 471.1

* Other expenses from current activity include third party expenses, bank charges, utilities expenses, remuneration expenses, as well as other expenses, duties and other taxes

Revenues from financial assets represent dividend income earned from the Fund's portfolio companies. In Romania, companies typically declare dividends in the second quarter of the year, which explains the lower dividend income in the third quarter. The main part of the dividends recorded in the third quarter of 2015 was from Romgaz SA (RON 121.4 million) and Societatea Nationala a Sarii SA (RON 10.2 million).

Commissions and fees in the third quarter of 2015 mainly include the FSA's annual fee (which decreased in 2015 from 0.1% per year to 0.0936% per year, i.e. 0.0078% per month), calculated on the basis of the Fund's NAV, amounting to RON 2.9 million (third quarter of 2014: RON 3.7 million) and the depositary bank's fees of RON 0.3 million (third quarter of 2014: RON 0.5 million).

During the quarter ended 30 September 2015, the commissions and fees were lower than in the same period of 2014 also as a result of the higher intermediary fees related to the disposals of equity investments incurred in 2014, in amount of RON 4.3 million (quarter ended 30 September - 2015: nil) and FSA and BVB fees related to disposal of shares in amount of RON 0.5 million (quarter ended 30 September 2015: nil).

Interest expense recorded in the quarter ended 30 September 2015 is related to the credit facility contracted from Citibank Europe Plc, Dublin - Romania Branch.

Other expenses from current activity can be analysed as follows:

RON million Quarter 3
2014
Quarter 3
2015
9 month
period ended
30 September
2014
9 month
period ended
30 September
2015
Unaudited Unaudited Unaudited Unaudited
FTIML investment management and administration fees
(Base fee and Distribution fee)
14.2 14.0 40.4 54.4
Remunerations and similar expenses 0.3 0.3 0.9 0.8
Other expenses 6.6 6.2 16.6 25.1
Other expenses from current activity 21.1 20.5 57.9 80.3

In the third quarter of 2015, other expenses included mainly the secondary listing expenses, litigation assistance, legal advisory expenses and investor relations expenses.

Analysis of 2015 Income Statement by Quarters

Although this report covers the quarter ended 30 September 2015, given that the Fund reports on a quarterly basis, the following split has been prepared to show also the actual results for the nine-month period ended 30 September 2015.

RON million 9 month period
Q1 2015 Quarter
Q2 2015
Q3 2015 ended
30 September 2015
Unaudited Unaudited Unaudited Unaudited
Revenues from current activity, out of which: 1.5 437.1 137.3 575.9
Revenues from financial assets - 433.2 134.3 567.5
Interest income 1.1 0.4 0.9 2.4
Reversal of impairment adjustments and provisions 0.2 - 0.3 0.5
Revenues from disposal of financial assets 0.1 1.8 0.0 1.9
Revenues from foreign exchange differences 0.1 0.2 0.1 0.4
Other income from current activity - 1.5 1.7 3.2
Expenses from current activity, out of which: 20.9 55.8 26.1 102.8
Expenses from disposal of financial assets - 5.0 0.0 5.0
Expenses from foreign exchange differences 0.1 0.3 0.2 0.6
Depreciation, provisions, losses from receivables and sundry
debtors
0.1 2.1 0.5 2.7
Commissions and fees 4.0 5.2 3.2 12.4
Interest expense - 0.1 1.7 1.8
Other expenses from current activity* 16.7 43.1 20.5 80.3
Gross Profit/ (loss) (19.4) 381.3 111.2 473.1
Income tax expense 2.4 2.9 (3.3) 2.0
Net Profit/ (loss) (21.8) 378.4 114.5 471.1

* Other expenses from current activity include third party expenses, bank charges, utilities expenses, remuneration expenses, as well as other expenses, duties and other taxes

Financial Ratios

Description 30 September 2015
1. Current Liquidity ratio
Current Assets
Current Liabilities
Current Liabilities include short-term borrowings (amounts drawn from
the credit facility with Citibank Europe Plc, Dublin - Romania Branch)
= 0.8
2. Debt-to-Equity ratio (%)
Borrowings
Shareholders' Equity
Borrowings include short-term borrowings (amounts drawn from the
credit facility with Citibank Europe Plc, Dublin - Romania Branch)
x 100 = 4.2%
3. Receivable Turnover ratio (number of days)
Average balance of receivables from customers
Turnover or sales
This ratio is not applicable to an investment fund and was not
calculated.
x 365 = n.a.
4. Turnover of Non-current Assets
Gross turnover
Non-current assets
Total Revenues from current activity have been used in
computation of this ratio. This ratio has no real significance for
an investment fund.
= 0.069

Signatures:

Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA

Oana Truța Mihaela Moleavin

12 November 2015

Prepared by Legal Representative Financial Reporting Manager

Annex 1

FONDUL PROPRIETATEA SA

BALANCE SHEET, INCOME STATEMENT AND INFORMATIVE DATA AS AT 30 SEPTEMBER 2015

Prepared in accordance with the National Securities Commission ("CNVM") Regulation no. 4/2011 regarding accounting regulations compliant with EEC Directive IV, applicable to the entities authorised, regulated and monitored by the Financial Supervision Authority ("FSA"), approved by CNVM Order no. 13/2011, ("Romanian Accounting Regulations")

(This is a translation from the official Romanian version)

This is a translation from the official Romanian version

FONDUL PROPRIETATEA SA

BALANCE SHEET AS AT 30 SEPTEMBER 2015 FORM CODE 10

(all amounts are expressed in RON, unless otherwise specified)

The format of the Financial Statements as at 30 September 2015 for the entities authorised, regulated and supervised by the Financial Supervision Authority (FSA), for the closed-end funds (AOPC) set up under articles of association

Type of financial statement: SI County: Bucharest Ownership type: 22 Legal entity: Fondul Proprietatea SA Main activity: Address: Bucharest, District 1, (CAEN group): 643 78-80, Buzeşti Street, 7th Floor CAEN class: 6430 Telephone: 021/200 96 00, Fax: 021/200 96 31 Sole Registration Code: 18253260 Trade Register no.: J40/21901/2005

Balance
Row 1 January 2015
Audited
30 September 2015
Unaudited
A B 1 2
A. NON-CURRENT ASSETS
I. INTANGIBLE ASSETS
3.Concessions, patents, licences, trademarks and similar rights
and other intangible assets (acc. 205 + 208 - 2805 - 2808 - 2905
- 2908) 03 474,262 712,704
5. Advances and intangible assets in progress
(acc. 233+234-2933) 05 363,126 16,239
TOTAL: (rows. 01 to 05) 06 837,388 728,943
III. FINANCIAL ASSETS
1. Shares held in subsidiaries (acc. 261 - 2961) 12 52,286,860 57,638,815
3. Investments in associates (acc. 263 - 2963) 14 4,467,710,174 3,682,328,857
5. Other investments held as financial assets
(acc. 262 + 264 + 265 + 266 - 2696 - 2962 - 2964) 16 4,555,184,931 4,608,019,423
TOTAL: (rows 12 to 17) 18 9,075,181,965 8,347,987,095
NON-CURRENT ASSETS - TOTAL
(rows 06 + 11 + 18) 19 9,076,019,353 8,348,716,038
B. CURRENT ASSETS
II. RECEIVABLES
1. Trade receivables
(acc. 2675 + 2676 + 2678 + 2679 - 2966 - 2969 + 4092 + 411 +
413 + 418 – 491) 24 227 2,729
4. Other receivables (acc. 425 + 4282 + 431 + 437 + 4382 + 441
+ 4424 + 4428 + 444 + 445 + 446 + 447 + 4482 + 4582 + 461 +
473 - 496 + 5187) 27 8,702,027 68,805,739
TOTAL: (rows 24 to 28) 29 8,702,254 68,808,468
III. SHORT TERM INVESTMENTS
2. Other short term investments (acc. 5031 +5032 + 505 + 5061 +
5062 + 5071 + 5072 + 5081 + 5082 + 5088 + 5089 - 593 - 595 -
596 - 597 - 598 +5113 +5114) 31 194,588,981 130,942,757
TOTAL: (rows 30 to 31) 32 194,588,981 130,942,757

.

Balance
Row 1 January 2015
Audited
30 September 2015
Unaudited
B 1 2
IV. CASH AND BANK ACCOUNTS
(acc. 5112 + 5121 + 5122 + 5123 + 5124 + 5125 + 5311 + 5314 +
5321 + 5322 + 5323 + 5328 + 5411 + 5412 + 542) 33 116,158,127 143,273,765
CURRENT ASSETS - TOTAL
(rows 23 + 29 + 32 + 33) 34 319,449,362 343,024,990
C. PREPAID EXPENSES
(acc. 471) 35 44,627 132,119
D. PAYABLES WITHIN ONE YEAR
2. Amounts owed to credit institutions
(acc.1621+1622+1624+1625+1627+1682+5191+5192+5198) 37 - 350,171,111
4. Trade payables (acc. 401 + 404 + 408) 39 19,348,098 27,048,757
8. Other payables, including tax and social security payables
(acc. 1623 + 1626 + 167 + 1687 + 2698 + 421 + 423 + 424 + 426
+ 427 + 4281 + 431 + 437 + 4381 + 441 + 4423 + 4428 + 444 +
446 + 447 + 4481 + 4551 + 4558 + 456 + 457 + 4581 + 462 +
473 + 509 + 5186 + 5193 + 5194 + 5195 + 5196 + 5197) 43 22,048,305 30,889,248
TOTAL: (rows 36 to 43) 44 41,396,403 408,109,116
E. NET CURRENT ASSETS OR NET CURRENT LIABILITIES
(rows 34 + 35 - 44 - 60.2) 45 278,097,586 (64,952,007)
F. TOTAL ASSETS LESS CURRENT
LIABILITIES (rows 19 + 45) 46 9,354,116,939 8,283,764,031
H. PROVISIONS
2. Provisions for taxes (acc. 1516) 57 3,688,260 5,610,063
3. Other provisions (acc. 1511+1512+1513+1514+1518) 58 11,397,683 11,528,858
TOTAL PROVISIONS (rows 56 +57 + 58) 59 15,085,943 17,138,921
J. SHARE CAPITAL AND RESERVES
I. SHARE CAPITAL (rows 62 to 63) out of which: 61 11,815,279,887 10,074,080,746
- subscribed unpaid share capital (acc. 1011) 62 345,621,733 327,431,115
- subscribed paid in share capital (acc. 1012) 63 11,469,658,154 9,746,649,631
IV. RESERVES (rows 68-69+70+71+72+73+74) 67 (2,981,254,084) (3,769,653,427)
1. Legal reserves (acc. 1061) 243,735,507 243,735,507
2. Reserves related to impairment adjustments of financial assets 68
(acc.1062 - debit balance) 69 3,627,783,973 4,345,395,187
4. Reserves for financial assets received free of charge
(acc.1065) 71 36,332,591 48,343,874
7. Other reserves (acc.1068) 74 366,461,791 283,662,379
TREASURY SHARES (acc.109 – debit balance) 75 1,189,918,464 203,783,031
V. RETAINED EARNINGS (acc. 117)
Credit balance 78 733,501,705 1,694,923,658
VI. RESULT FOR THE YEAR (acc. 121)
Credit balance 80 1,012,898,265 471,057,164
Profit allocation (acc. 129 – debit balance) 82 51,476,313 -
TOTAL SHAREHOLDERS' EQUITY
(rows 61 + 64 + 65 - 66 + 67 -75+76-77+78 -79+80-81-82) 83 9,339,030,996 8,266,625,110

Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA

Oana Truţa Mihaela Moleavin

Prepared by Legal Representative Financial Reporting Manager

FONDUL PROPRIETATEA SA

INCOME STATEMENT AS AT 30 SEPTEMBER 2015 FORM CODE 20

(all amounts are expressed in RON, unless otherwise specified)

Period ended
Row 30 September 2014 30 September 2015
Unaudited Unaudited
A B 1 2
A. REVENUES FROM CURRENT ACTIVITY – TOTAL (rows 02 to 11) 01 1,699,425,039 575,930,694
1. Revenues from financial assets (acc. 761) 02 669,786,503 567,477,317
4. Revenues from disposal of financial assets (acc.758(part)+764) 05 979,130,301 1,877,301
6. Revenues from provisions, receivables previously written off and
sundry debtors (acc.754+781+786) 07 30,215,575 558,240
7. Revenues from foreign exchange differences (acc.765) 08 1,420,197 393,764
8. Interest income (acc.766) 09 16,762,052 2,406,356
10. Other income from current activity
(acc. 705+706+708+741+758(part)+767+768 +7815) 11 2,110,411 3,217,716
B. EXPENSES FROM CURRENT ACTIVITY – TOTAL
(rows 13 to 20) 12 690,937,477 102,854,403
12. Expenses from disposal of financial assets (acc. 658(part) +664) 14 605,613,976 5,013,778
13. Expenses from foreign exchange differences (acc. 665) 15 2,238,934 579,273
14. Interest expense (acc. 666) 16 - 1,821,486
15. Commissions and fees (acc.622) 17 23,087,069 12,438,633
16. Expenses for bank services and similar expenses (acc.627) 18 78,496 45,330
17. Depreciation and amortization, provisions, losses from
receivables and sundry debtors (acc. 654 + 681 + 686) 19 2,129,680 2,626,154
18. Other expenses from current activity
(rows 21+22+23+26+27) 20 57,789,322 80,329,749
a. Expenses with materials (acc.602+603+604) 21 - 74
c. Salary expenses (rows 24+25), of which: 23 817,650 826,417
c1. Salaries (acc.621+641+642 +644) 24 675,000 686,961
c2. Social security contributions (acc. 645) 25 142,650 139,456
d. Third party expenses
(acc.611+612+613+614+623+624+625+626+628+658(part)+
667 +668) 26 55,426,642 77,594,134
e. Other taxes, duties and similar expenses (acc. 635) 27 1,545,030 1,909,124
C. CURRENT RESULT
- Profit (row 01 - 12) 28 1,008,487,562 473,076,291
19. TOTAL REVENUE (rows 01+30) 34 1,699,425,039 575,930,694
20. TOTAL EXPENSES (rows 12+31) 35 690,937,477 102,854,403
G. GROSS PROFIT:
- Profit (row 34 - 35) 36 1,008,487,562 473,076,291
21. INCOME TAX
- Income tax expense (acc.691) 38 23,958,432 2,019,127
H. RESULT FOR THE YEAR
- Profit (row 36-38-39) 40 984,529,130 471,057,164

Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA

Oana Truţa Mihaela Moleavin

Prepared by Legal Representative Financial Reporting Manager

FONDUL PROPRIETATEA SA

INFORMATIVE DATA AS AT 30 SEPTEMBER 2015 FORM 30

(all amounts are expressed in RON, unless otherwise specified)

Informative Data

No No of units Amounts (RON)
I. Data regarding the financial result Row 1 2
Units that incurred profit 01 1 471,057,164
Units that incurred losses 02 - -
Of which:
No Total For the
current
For the
investment
II. Data regarding the overdue payments row Col.2+3 activity activity
A B 1 2 3
Overdue liabilities-total
(row 05+09+15 to 19+23), of which: 04 50,788 50,788 -
Overdue suppliers – total (row 06 to 08), of which: 05 50,788 50,788 -
- over 1 year 08 50,788 50,788 -
IV. Interest, dividends and royalties paid during the reporting No
period. Subsidies collected and overdue receivables row Amounts
A B 1
Gross dividend income paid to non-resident individuals, of
which: 34 2,342,038
- taxes owed to the state budget 35 -
Gross dividend income paid to non-resident juridical
persons, of which: 36 495,684
- taxes owed to the state budget 37 -
Gross dividend income paid to non-resident individuals in EU
member states 38 54,958
Gross services income paid to non-residents, of which: 53 12,385,783
- taxes owed to the state budget 54 2,138,193
Gross services income paid to non-residents in EU member
states, of which: 55 12,151,464
- taxes owed to the state budget 56 2,097,178
Overdue receivables, which were not collected at the terms
provided in commercial contracts and/ or regulations in force,
of which: 61 1,705,396
- Overdue receivables from private sector entities 63 1,705,396

This is a translation from the official Romanian version

No
VIII. Other information row 30 September 2014 30 September 2015
A B 1 2
Financial assets, gross values (row 75+ 84), of which: 74 12,764,924,086 12,698,704,429
Shares held in subsidiaries, investments in associates, other
non-current investments and bonds, gross values (row 76 to
83), of which: 75 12,764,924,086 12,698,704,429
- listed shares issued by residents 76 7,441,759,326 7,389,927,168
- unlisted shares issued by residents 77 5,323,164,760 5,308,777,261
Trade receivables, advances to suppliers and other similar
accounts, gross values (account 4092 + 411 + 413 + 418), of
which: 87 29,304 2,502
-external trade receivables, advances to foreign suppliers and other
similar accounts, gross values (from account 4092 + from account
411 + from account 413 + from account 418), of which
88 - -
Receivables from social security and state budget (account 431
+ 437 + 4382 + 441 + 4424 + 4428 + 444 + 445 + 446 + 447 +
4482), (row 92 to 96), of which: 91 83,593 5,978,031
- receivables from social securities (account 431 + 437 + 4382) 92 38,305 -
- fiscal receivables from state budget (account 441 + 4424+ 4428 +
444 + 446)
93 45,288 5,978,031
Other receivables (account 452 + 456 + 4582 + 461 + 471 + 473),
of which:
99 4,110,457 64,298,153
- other receivables from individuals and legal entities, other than
receivables from public institutions, (from account 461 + from
account 471 + from account 473) 101 4,110,457 64,298,153
Interest receivable (account 5187), of which 103 132,783 11,565
- from non-residents 104 - -
Short term investments, in gross amounts (account 501 + 503+
505 + 506 + 507+ from the account 508) (row 107 to 115), of
which: 106 893,679,360 130,942,757
- bonds issued by residents 110 893,679,360 130,942,757
Petty cash in RON and currency (row 118 + 119), of which: 117 38 381
- in RON (account 5311) 118 38 381
Bank accounts, in RON and currency (row 121 + 123), of which: 120 334,225,429 143,273,384
- in RON (account 5121), of which: 121 334,221,456 143,269,249
Bank accounts in RON opened with non-resident banks 122 - -
- in currency (account 5124), of which: 123 3,973 4,135
Bank accounts in currency opened with non-resident banks 124 - -
No
VIII. Other information (continued) row 30 September 2014 30 September 2015
A 1 2
Liabilities (row 129 + 132 + 135 + 138 + 141 + 144 + 147+ 150 +
153+ 156 + 159+ 160 + 164 + 166 + 167 + 172 + 173 + 174 + 180), of
which: 128 50,097,824 408,109,116
Short-term domestic bank loans (acc. 5191 + 5192 + 5197 ), (row.
136 + 137 ), of which: 135 - 350,000,000
- in RON 136 - 350,000,000
Accrued interest on short term domestic loans (from acc. 5198),
(row 139 + 140), of which: 138 - 171,111
- in RON 139 - 171,111
Trade payables, advances from clients and other similar
accounts, gross values (account 401 + 403 + 404 + 405 + 408 +
419), of which: 164 14,509,128 27,048,757
- external trade payables, advances from foreign clients and other
similar accounts, gross values (from account 401 + from account 403
+ from account 404 + from account 405 + from account 408 + from
account 419) 165 50,727 134,545
Liabilities to employees and similar accounts (account 421 + 423
+ 424 + 426 + 427 + 4281)
166 54,470 -
Liabilities to social security and state budget (account 431 + 437
+ 4381 + 441 + 4423 + 4428 + 444 + 446 + 447 + 4481), (row 168 to
171), of which: 167 10,259,803 987,135
- liabilities to social securities (account 431 + 437 + 4381) 168 26,005 26,105
- fiscal liabilities to state budget (account 441 + 4423+ 4428 + 444 +
446) 169 10,233,798 961,030
Other liabilities (account 452 + 456 +457 + 4581+ 462 + 472 + 473
+ 269 + 509), of which: 174 25,274,423 29,902,113
- settlements from associates, settlements with shareholders related
to share capital, settlement related to joint ventures (from account
452 + 456 + 457 + 4581) 175 25,274,423 28,044,755
- other liabilities from individuals and juridical persons, other than
liabilities to public institutions, (from account 462 + from account 472
+ from account 473)
176 - 1,857,358
Subscribed paid in share capital (account 1012), (row 183 to 186),
of which: 182 11,469,656,814 9,746,649,631
- listed shares 183 11,469,656,814 9,746,649,631
Brevets and licences (from account 205) 187 5,139 5,139
Nr.
IX. Subscribed paid in share capital rd. 30 September 2014 30 September 2015
A B 1 2
Amount
%
Amount %
(1) (2) (1) (2)
Subscribed paid in share capital (account 1012)
(row 189 + 192 + 196 to 198) 188 11,469,656,814 100.00% 9,746,649,631 100.00%
- share capital owned by public institutions, of
which: 189 4,472,431 0.04% 4,238,310 0.04%
-public institution with Central subordination 190 4,472,431 0.04% 4,238,310 0.04%
- owned by companies with private capital 196 8,118,741,246 70.78% 6,767,332,406 69.43%
- owned by individuals 197 3,077,777,957 26.84% 2,751,435,430 28.24%
- owned by other entities 198 268,665,180 2.34% 223,643,485 2.29%

Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA

Oana Truţa Mihaela Moleavin

Prepared by Legal Representative Financial Reporting Manager

Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 September 2015, prepared in accordance with CNVM Regulation 4/2010

(Annex no. 4)

Item 31 December 2014 30 September 2015
% of the net % of the total % of the % of the total Differences
asset asset Currency RON net asset asset Currency RON RON
I. Total assets 100.4265% 100.0000% 13,293,182,958.63 103.5442% 100.0000% 12,425,513,848.20 (867,669,110.43)
1 Securities and money market instruments, out of which:* 49.3065% 49.0972% 6,526,570,470.26 47.4279% 45.8045% 5,691,465,466.63 (835,105,003.63)
1.1. securities and money market instruments admitted or traded on a regulated market from Romania, out of which: 49.3065% 49.0972% - 6,526,570,470.26 47.4279% 45.8045% - 5,691,465,466.63 (835,105,003.63)
1.1.1 listed shares traded in the last 30 trading days 49.0112% 48.8033% - 6,487,488,092.22 46.6641% 45.0668% - 5,599,798,772.59 (887,689,319.63)
1.1.2 listed shares not traded in the last 30 trading days 0.0554% 0.0551% - 7,332,797.35 0.0887% 0.0857% - 10,649,639.24 3,316,841.89
1.1.3 government bonds 0.2399% 0.2388% - 31,749,580.69 0.6751% 0.6520% - 81,017,054.80 49,267,474.11
1.1.4 allotment rights not admitted at trading on a regulated market - - - - - - - - -
1.2. securities and money market instruments admitted or traded on a regulated market from a member state, out of which: - - - - - - - - -
1.2.1 listed shares traded in the last 30 trading days - - - - - - - - -
1.2.2 listed shares not traded in the last 30 trading days - - - - - - - - -
1.3. securities and money market instruments admitted on a stock exchange from a non-member state or negotiated on another - - - - - - -
regulated market from a non-member state, that operates on a regular basis and is recognised and opened to the public,
approved by the FSA - -
2 New issued securities - - - - - - - - -
3 Other securities and money market instruments mentioned at art. 187 letter a) of the Regulation no.15/2004, out of which: 48.9398% 48.7321% - 6,478,030,691.25 53.9255% 52.0797% - 6,471,179,383.70 (6,851,307.55)
- shares not admitted at trading on a regulated market 48.9398% 48.7321% - 6,478,030,691.25 53.9255% 52.0797% - 6,471,179,383.70 (6,851,307.55)
4 Bank deposits, out of which: 0.8267% 0.8232% 109,424,929.82 1.1159% 1.0776% 133,880,817.48 24,455,887.66
4.1. bank deposits made with credit institutions from Romania 0.8267% 0.8232% - 109,424,929.82 1.1159% 1.0776% - 133,880,817.48 24,455,887.66
- in RON 0.8267% 0.8232% 109,424,929.82 1.1159% 1.0776% 133,880,817.48 24,455,887.66
- in EUR - - - - - - - - -
4.2. bank deposits made with credit institutions from an EU state - - - - - - - - -
4.3. bank deposits made with credit institutions from a non-EU state - - - - - - - - -
5
6
Derivatives financial instruments traded on a regulated market
Current accounts and petty cash out of which:
-
0.0520%
-
0.0517%
- -
6,879,128.79 0.0783%
- -
0.0757%
- -
9,404,513.21
-
2,525,384.42
- in RON 0.0520% 0.0517% - 6,877,087.90 0.0783% 0.0757% - 9,400,377.80 2,523,289.90
- in EUR 0.0000% 0.0000% EUR 295.30 1,323.57 0.0000% 0.0000% EUR 721.51 3,186.69 1,863.12
- in USD 0.0000% 0.0000% USD 103.36 381.07 0.0000% 0.0000% USD 191.12 751.90 370.83
- in GBP 0.0000% 0.0000% GBP 58.55 336.25 0.0000% 0.0000% GBP 32.93 196.82 (139.43)
7 Money market instruments, others than those traded on a regulated market, according to art. 101 par. (1) letter g) of Law no. 1.2302% 1.2250% - 162,839,401.16 0.4160% 0.4018% - 49,925,702.81 (112,913,698.35)
297/2004 regarding the capital market, with subsequent additions and amendments, out of which:
- Treasury bills with discount, with original maturities of less than 1 year 1.2302% 1.2250% - 162,839,401.16 0.4160% 0.4018% - 49,925,702.81 (112,913,698.35)
8 Participation titles of OCIU and/or of UCITS (A.O.P.C./ O.P.C.V.M.) - - - - - - - - -
9 Other assets out of which: 0.0713% 0.0708% - 9,438,337.35 0.5806% 0.5607% - 69,657,964.37 60,219,627.02
- net dividend receivable from Romanian companies - - - - 0.3217% 0.3106% - 38,599,121.65 38,599,121.65
- receivable representing the amount transferred to Central Depositary for 2015 return of capital and not yet paid to / collected by - - - - 0.1864% 0.1801% - 22,373,874.70 22,373,874.70
shareholders until the end of the period
- dividend withholding tax to be recovered from Austrian Tax Authorities 0.0078% 0.0078% EUR 231,495.58 1,037,586.34 0.0085% 0.0082% EUR 231,495.58 1,022,446.53 (15,139.81)
- tax on dividends to be recovered from the State Budget 0.0011% 0.0011% - 149,764.00 0.0056% 0.0054% - 666,718.00 516,954.00
- tax on profit to be recovered from the State Budget 0.0554% 0.0551% - 7,330,440.00 0.0443% 0.0427% - 5,311,313.00 (2,019,127.00)
- intangible assets 0.0063% 0.0063% - 837,387.74 0.0060% 0.0059% - 728,943.31 (108,444.43)
- other receivables, out of which: 0.0003% 0.0002% - 38,531.79 0.0069% 0.0066% - 823,428.39 784,896.60
- in RON 0.0003% 0.0002% - 38,531.79 0.0069% 0.0066% - 823,428.39 784,896.60
- prepaid expenses 0.0004% 0.0003% - 44,627.48 0.0012% 0.0012% - 132,118.79 87,491.31
II. Total liabilities 0.4265% 0.4249% 56,482,344.50 3.5442% 3.4225% 425,248,037.60 368,765,693.10
1 Liabilities in relation with the payments of fees due to the investment management company (S.A.I.) 0.1213% 0.1208% - 16,064,203.32 0.2219% 0.2143% - 26,624,111.77 10,559,908.45
2 Liabilities related to the fees payable to the depositary bank 0.0015% 0.0015% - 201,047.17 0.0009% 0.0009% - 106,114.29 (94,932.88)
3 Liabilities related to the fees payable to intermediaries 0.0000% 0.0000% - - 0.0000% 0.0000% - - -
4 Liabilities related to commissions and other bank services - - - - - - - - -
5 Interest payable - - - - 0.0014% 0.0014% - 171,111.00 171,111.00
6 Liabilities related to issuance costs - - - - - - - - -
7 Liabilities in relation with the fees/commissions to FSA 0.0088% 0.0088% - 1,164,864.63 0.0079% 0.0076% - 947,485.55 (217,379.08)
8 Liabilities related to audit fees - - - - - - - - -
9 Other liabilities, out of which: 0.2949% 0.2938% - 39,052,229.38 3.3121% 3.1983% - 397,399,214.99 358,346,985.61
- short term credit facility - - - - 2.9167% 2.8168% - 350,000,000.00 350,000,000.00
- liabilities related to the return of capital 0.0863% 0.0860% - 11,434,903.60 0.2216% 0.2139% - 26,579,831.85 15,144,928.25
- dividends payable 0.0412% 0.0410% - 5,455,306.19 0.0123% 0.0118% - 1,464,922.85 (3,990,383.34)
- provisions for risks and expenses 0.1139% 0.1135% - 15,085,941.78 0.1429% 0.1379% - 17,138,921.97 2,052,980.19
- liabilities related to buybacks under settlement 0.0262% 0.0261% - 3,468,113.79 0.0155% 0.0148% - 1,841,524.42 (1,626,589.37)
- remunerations and related contributions 0.0002% 0.0002% - 25,420.00 0.0002% 0.0002% - 26,234.00 814.00
- VAT payable to State Budget 0.0038% 0.0038% - 499,696.28 0.0001% 0.0001% - 13,546.80 (486,149.48)
- other liabilities, out of which: 0.0233% 0.0232% - 3,082,847.74 0.0028% 0.0028% - 334,233.10 (2,748,614.64)

FONDUL PROPRIETATEA SA

Item 31 December 2014 30 September 2015 Differences
% of the net % of the total % of the % of the total
asset asset Currency RON net asset asset Currency RON RON
- in RON 0.0222% 0.0221% - 2,938,636.95 0.0017% 0.0017% - 205,652.35 (2,732,984.60)
- in EUR 0.0004% 0.0004% EUR 11,499.00 51,539.67 0.0010% 0.0010% EUR 27,502.01 121,468.12 69,928.45
- in GBP 0.0007% 0.0007% GBP 16,136.36 92,671.12 0.0001% 0.0001% GBP 1,190.00 7,112.63 (85,558.49)
III. Net Asset Value (I - II) 100.0000% 99.5751% 13,236,700,614.13 100.0000% 96.5775% 12,000,265,810.60 (1,236,434,803.53)

* = Includes also the value of holdings in companies admitted to trading on Rasdaq market and AeRo market (alternative trading system)

Unitary Net Asset Value

Item 30 September 2015 31 December 2014 Differences
Net Asset Value 12,000,265,810.60 13,236,700,614.13 (1,236,434,803.53)
Number of outstanding shares 10,580,378,046 10,915,975,273 (335,597,227)
Unitary net asset value 1.1342 1.2125 (0.0783)

Detailed statement of investments as at 30 September 2015

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

1.1 listed shares traded in the last 30 trading days

Stake in Fondul
Date of the last No. of shares Nominal Stake in the Proprietatea total Stake in Fondul Proprietatea
Issuer Symbol trading session held value Share value Total value issuer's capital asset net asset Evaluation method
Alro Slatina SA ALR 30/Sep/2015 72,884,714 0.5 1.3900 101,309,752.46 10.21% 0.8153% 0.8442% Closing price
Banca Transilvania SA TLV 30/Sep/2015 87,081,804 1 2.2900 199,417,331.16 2.87% 1.6049% 1.6618% Closing price
BRD-Groupe Societe Generale SA BRD 30/Sep/2015 25,387,456 1 10.4000 264,029,542.40 3.64% 2.1249% 2.2002% Closing price
Conpet SA COTE 30/Sep/2015 524,366 3.3 67.8000 35,552,014.80 6.05% 0.2861% 0.2963% Closing price
IOR SA IORB 1/Sep/2015 2,622,273 0.1 0.3002 787,206.35 2.81% 0.0063% 0.0066% Reference price - Average price
Nuclearelectrica SA SNN 30/Sep/2015 27,408,381 10 7.0100 192,132,750.81 9.09% 1.5463% 1.6011% Closing price
Oil Terminal SA OIL 30/Sep/2015 36,796,026 0.1 0.0994 3,657,524.98 6.31% 0.0294% 0.0305% Closing price
OMV Petrom SA SNP 30/Sep/2015 10,758,648,186 0.1 0.3350 3,604,147,142.31 18.99% 29.0060% 30.0339% Closing price
Palace SA PACY 2/Sep/2015 5,832,482 0.1 0.3129 1,824,983.62 15.42% 0.0147% 0.0152% Reference price - Average price
Primcom SA PRIB 28/Sep/2015 1,427,188 0.1 12.4000 17,697,131.20 76.03% 0.1424% 0.1475% Reference price - Average price
Romaero SA RORX 29/Sep/2015 1,311,691 2.5 17.5000 22,954,592.50 20.99% 0.1847% 0.1913% Reference price - Average price
Romgaz SA SNG 30/Sep/2015 38,542,960 1 30.0000 1,156,288,800.00 10.00% 9.3058% 9.6355% Closing price
Total 5,599,798,772.59 45.0668% 46.6641%

1.2 listed shares but not traded in the last 30 trading days

Date of the last Nominal Stake in the Stake in Fondul Stake in Fondul
Issuer Symbol trading session No. of shares held value Share value Total value issuer's capital Proprietatea total asset Proprietatea net asset Evaluation method
Fair value / share (Shareholders' equity as of 31 December
Alcom SA ALCQ 27/Jul/2015 89,249 2.5 116.6335 10,409,423.24 71.89% 0.0838% 0.0867%
2014 adjusted with dividends declared/ share)
Mecon SA MECP 14/Jul/2015 60,054 11.6 4.0000 240,216.00 12.51% 0.0019% 0.0020% Fair value / share (last trading price)
Romplumb SA ROMR 5/Oct/2001 1,595,520 2.5 0.0000 0.00 33.26% 0.0000% 0.0000% Priced at zero (company in insolvency)
Total 10,649,639.24 0.0857% 0.0887%

Instruments mentioned at art. 187 letter a) of the Regulation no.15/2004 out of which:

Unlisted shares

Acquisition
price (total
Stake in
No. of price of the Stake in Fondul Stake in Fondul
Issuer shares
held
Date of
acquisition *
acquisition of
shares)
Share
value
Total value issuer's
capital
Proprietatea total
asset
Proprietatea net
asset Company status
Evaluation method
Aeroportul International Mihail Kogalniceanu - Constanta Fair value / share (Value as per independent valuator's report as at
SA 23,159 19/Jul/2005 1,490,898 98.4498 2,279,998.92 20.00% 0.0183% 0.0190% Unlisted companies, in function 31 March 2014)
Aeroportul International Timisoara - Traian Vuia SA 32,016 19/Jul/2005 2,652,588 122.9046 3,934,913.67 20.00% 0.0317% 0.0328% Unlisted companies, in function Shareholders' equity as of 31 December 2014/ share
BAT Service SA
Cetatea SA
194,022
354,468
19/Jul/2005
19/Jul/2005
656,686
118,840
0.0000
0.9504
0.00
336,886.39
33.00%
20.43%
0.0000%
0.0027%
0.0000% Dissolution
0.0028% Unlisted companies, in function
Priced at zero
Shareholders' equity as of 31 December 2014/ share
Fair value / share (Shareholders' equity as of 31 December 2014
CN Administratia Canalelor Navigabile SA 203,160 19/Jul/2005 15,194,209 81.0905 16,474,345.98 20.00% 0.1326% 0.1373% Unlisted companies, in function adjusted with dividends declared/ share)
CN Administratia Porturilor Dunarii Fluviale SA 27,554 19/Jul/2005 675,810 0.0000 0.00 20.00% 0.0000% 0.0000% Unlisted companies, in function Fair value/share: Nil
CN Administratia Porturilor Dunarii Maritime SA 56,675 19/Jul/2005 1,706,051 20.4381 1,158,329.32 7.70% 0.0093% 0.0097% Unlisted companies, in function Fair value / share (Shareholders' equity as of 31 December 2014
adjusted with dividends declared/ share)
Fair value / share (Value as per independent valuator's report as at
CN Administratia Porturilor Maritime SA 2,651,113 19/Jul/2005 65,441,294 50.0144 132,593,826.03 19.99% 1.0671% 1.1049% Unlisted companies, in function 30 September 2014)
CN Aeroporturi Bucuresti SA ** 2,875,443 5/Feb/2010 131,168,263 115.5599 332,285,905.54 20.00% 2.6742% 2.7690% Unlisted companies, in function Fair value / share (Value as per independent valuator's report as at
30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Complexul Energetic Oltenia SA**** 27,387,940 31/May/2012 670,353,852 3.9606 108,472,675.16 21.55% 0.8730% 0.9039% Unlisted companies, in function 30 September 2014)
Comsig SA 75,655 19/Jul/2005 132,633 22.7467 1,720,901.59 69.94% 0.0138% 0.0143% Unlisted companies, in function Shareholders' equity as of 31 December 2014/ share
Fair value / share (Value as per independent valuator's report as at
E.ON Distributie Romania SA* 56,749,014 19/Jul/2005 169,541,165 7.8577 445,916,727.31 18.34% 3.5887% 3.7159% Unlisted companies, in function 31 December 2014)
Fair value / share (Value as per independent valuator's report as at
E.ON Energie Romania SA 9,903,524 19/Jul/2005 45,765,358 13.5204 133,899,605.89 13.39% 1.0776% 1.1158% Unlisted companies, in function 30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Electrica Distributie Muntenia Nord SA 7,796,022 19/Jul/2005 165,221,141 30.2205 235,599,682.85 21.99% 1.8961% 1.9633% Unlisted companies, in function 30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Electrica Distributie Transilvania Nord SA 8,167,813 19/Jul/2005 113,299,904 24.6822 201,599,594.03 22.00% 1.6225% 1.6800% Unlisted companies, in function 30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Electrica Distributie Transilvania Sud SA 9,327,282 19/Jul/2005 125,918,629 22.1393 206,499,494.38 21.99% 1.6619% 1.7208% Unlisted companies, in function 30 September 2014)
Electrica Furnizare SA *** 1,366,412 22/Jul/2011 17,819,672 92.4816 126,367,968.02 22.00% 1.0170% 1.0530% Unlisted companies, in function Fair value / share (Value as per independent valuator's report as at
30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Enel Distributie Banat SA 9,220,644 19/Jul/2005 141,578,929 69.4627 640,490,827.98 24.12% 5.1546% 5.3373% Unlisted companies, in function 30 September 2014)
Enel Distributie Dobrogea SA 6,753,127 19/Jul/2005 114,760,053 58.7720 396,894,780.04 24.09% 3.1942% 3.3074% Unlisted companies, in function Fair value / share (Value as per independent valuator's report as at
30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Enel Distributie Muntenia SA 3,256,396 19/Jul/2005 107,277,263 143.0320 465,768,832.67 12.00% 3.7485% 3.8813% Unlisted companies, in function 30 September 2014)
Enel Energie Muntenia SA 444,054 19/Jul/2005 2,833,769 146.7028 65,143,965.15 12.00% 0.5243% 0.5429% Unlisted companies, in function Fair value / share (Value as per independent valuator's report as at
30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Enel Energie SA 1,680,000 19/Jul/2005 26,124,808 44.2720 74,376,960.00 12.00% 0.5986% 0.6198% Unlisted companies, in function 30 September 2014)
GDF Suez Energy Romania SA 2,390,698 19/Jul/2005 62,610,812 192.9649 461,320,800.50 11.99% 3.7127% 3.8443% Unlisted companies, in function Fair value / share (Value as per independent valuator's report as at
30 September 2014)
Gerovital Cosmetics SA 1,350,988 19/Jul/2005 340,996 0.0000 0.00 9.76% 0.0000% 0.0000% Dissolution Priced at zero
Fair value / share (Value as per independent valuator's report as at
Hidroelectrica SA 89,378,235 19/Jul/2005 3,107,667,996 24.3694 2,178,093,960.01 19.94% 17.5292% 18.1504% Judicial reorganisation 30 September 2014)
Petrotel - Lukoil SA 2,152,291 19/Jul/2005 2,787,316 0.0000 0.00 0.97% 0.0000% 0.0000% Unlisted companies, in function Priced at zero (negative equity)
Fair value / share (Value as per independent valuator's report as at
Plafar SA 132,784 28/Jun/2007 3,160,329 13.8119 1,833,999.33 48.99% 0.0148% 0.0153% Unlisted companies, in function 30 September 2014)
Fair value / share (Value as per independent valuator's report as at
Posta Romana SA 14,871,947 19/Jul/2005 84,664,380 3.7584 55,894,725.60 25.00% 0.4498% 0.4658% Unlisted companies, in function 30 September 2014)
Salubriserv SA
Simtex SA
43,263
132,859
19/Jul/2005
28/Jun/2007
207,601
3,059,858
0.0000
0.0000
0.00
0.00
17.48%
30.00%
0.0000%
0.0000%
0.0000% Insolvency
0.0000% Juridical reorganisation
Priced at zero
Priced at zero
Fair value / share (Value as per independent valuator's report as at
Societatea Nationala a Sarii SA 2,005,884 28/Jun/2007 76,347,715 71.2314 142,881,925.56 48.99% 1.1499% 1.1907% Unlisted companies, in function 30 September 2014)
World Trade Center Bucuresti SA 198,860 19/Jul/2005 42,459 0.0000 0.00 19.90% 0.0000% 0.0000% Insolvency Priced at zero
World Trade Hotel SA 17,912 19/Jul/2005 17,912 0.0000 0.00 19.90% 0.0000% 0.0000% Unlisted companies, in function Priced at zero (lack of annual financial statements for the year
ended 31 December 2014)
Fair value / share (Value as per independent valuator's report as at
Zirom SA 4,835,083 28/Jun/2007 48,138,072 8.1359 39,337,751.78 100.00% 0.3166% 0.3278% Unlisted companies, in function 30 September 2014)
Total 5,308,777,261 6,471,179,383.70 52.0797% 53.9255%

FONDUL PROPRIETATEA SA

Legend:

* = where the date of acquisition is shown as earlier than Fondul Proprietatea's date of incorporation (28 December 2005), the date of acquisition refers to the date of publishing in the Official Gazette of Law no. 247 / 19 July 2005, which determined that these investments would be transferred to Fondul Proprietatea on its future incorporation.

** = company formed as a result of the merger between CN "Aeroportul International Henri Coanda - Bucuresti" SA and S.N. "Aeroportul International Bucuresti Baneasa - Aurel Vlaicu" SA

*** = company formed as a result of the merger between S.C. Electrica Furnizare Transilvania Nord SA, S.C. Electrica Furnizare Transilvania Sud SA and S.C. Electrica Furnizare Muntenia Nord SA

**** = company formed as a result of the merger between S.C. Complexul Energetic Turceni SA, S.C. Complexul Energetic Craiova SA, S.C. Complexul Energetic Rovinari SA, Societatea Nationala a Lignitului Oltenia SA

***** = on 31 December 2014, E.ON Moldova Distribuţie SA (absorbed company) merged into E.ON Gaz Distribuţie SA (absorbing company) and the name of the combined entity became E.ON Distribuţie România SA

Bonds or other debt instruments issued or guaranteed by the state or central public administration authorities

Treasury bills with discount

Stake in Fondul Stake in Fondul
Series and number of the Cumulative Proprietatea Proprietatea net
issue No. of instruments Date of acquisition Maturity date Initial value Daily interest interest Current value total asset asset Intermediary Bank Evaluation method
RO1515CTN096 5,000 25/Aug/2015 25/Nov/2015 24,939,452.50 658.13 24,350.63 24,963,803.13 0.2009% 0.2080% Raiffeisen Bank Acquisition price cumulated with the related
RO1515CTN096 5,000 28/Aug/2015 25/Nov/2015 24,938,346.75 692.73 23,552.93 24,961,899.68 0.2009% 0.2080% Raiffeisen Bank interest since the acquisition date
Total 49,925,702.81 0.4018% 0.4160%

Government bonds

Stake in Fondul Stake in Fondul
Date of the last No. of Date of Daily Cumulated Cumulated Proprietatea Proprietatea net
Issuer ISIN code trading session bonds acquisition Coupon date Due Date Initial Value interest interest discount Market price Current value total asset asset Evaluation method
Ministry of Finance RO1215DBN073 9/Mar/2015 2,500 28/Jul/2015 26/Oct/2015 26/Oct/2015 25,000,000.00 3,972.60 1,350,684.93 - 10,262.00 27,005,684.93 0.2173% 0.2250%
Ministry of Finance RO1215DBN073 9/Mar/2015 5,000 10/Sep/2015 26/Oct/2015 26/Oct/2015 50,000,000.00 7,945.21 2,701,369.87 - 10,262.00 54,011,369.87 0.4347% 0.4501% Closing price (Gross price)
Total 81,017,054.80 0.6520% 0.6751%

Bank deposits

Stake in Fondul
Proprietatea total Stake in Fondul
Name of the bank Starting date Maturity date Initial value Daily interest Cumulative interest Current value asset Proprietatea net asset Evaluation method
BRD Groupe Societe Generale 25/Sep/2015 2/Oct/2015 RON 20,500,000.00 RON 455.55 RON 2,733.33 RON 20,502,733.33 0.1650% 0.1709%
Banca Comerciala Romana 28/Sep/2015 5/Oct/2015 RON 75,000,000.00 RON 2,583.33 RON 7,750.00 RON 75,007,750.00 0.6037% 0.6251%
BRD Groupe Societe Generale 30/Sep/2015 1/Oct/2015 RON
9,954,080.32
RON 326.27 RON
326.27
RON 9,954,406.59 0.0801% Bank deposit value cumulated with the daily
0.0830%
BRD Groupe Societe Generale 30/Sep/2015 1/Oct/2015 RON
5,215,171.83
RON 214.40 RON
214.40
RON 5,215,386.23 0.0420% related interest for the period from starting
0.0435%
CITI Bank 30/Sep/2015 1/Oct/2015 RON 11,600,000.00 RON 219.11 RON
219.11
RON 11,600,219.11 0.0934% date
0.0967%
ING BANK 30/Sep/2015 1/Oct/2015 RON 11,600,000.00 RON 322.22 RON
322.22
RON 11,600,322.22 0.0934% 0.0967%
TOTAL 133,880,817.48 1.0776% 1.1159%

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

30 September 2015
12,000,265,810.60
1.2436 1.2125 1.1342
31 December 2013
15,013,742,081.74
31 December 2014
13,236,700,614.13

Franklin Templeton Investment Management Ltd United Kingdom Bucharest Branch, acting as Sole Administrator on behalf of FONDUL PROPRIETATEA SA BRD Groupe Societe Generale

Oana Truța Marius Nechifor Claudia Ionescu Victor Strâmbei

Legal representative Compliance Officer Director Manager Depositary Department

Annex 3

FONDUL PROPRIETATEA SA

CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015

Prepared in accordance with IAS 34 Interim Financial Reporting

(This is a translation from the official Romanian version)

Contents

Condensed Statement of Comprehensive Income 39
Condensed Statement of Financial Position 40
Condensed Statement of Changes in Shareholders' Equity. 41
Condensed Statement of Cash Flows. 43
Notes to the Condensed Interim Financial Statements 44

CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015

(all amounts are in RON unless otherwise stated)

Note 9 months ended
30 September 2015
9 months ended
30 September 2014
Gross dividend income 5 569,303,358 675,092,766
Net gain /(loss) from equity investments at fair value
through profit or loss
6 (774,829,123) 52,212,606
Impairment losses on equity investments available
for sale
11 (28,701,247) (291,457,849)
Interest income 2,406,356 16,762,052
Reversal of impairment losses on receivables, net 17,915,291 19,631,431
Gain /(Loss) on disposal of equity investments
available for sale, net
7 (93) 588,871,666
Net foreign exchange losses (185,509) (818,736)
Other income / (expenses), net 2,911,755 (1,834,039)
Net operating income/ (loss) (211,179,212) 1,058,459,897
Operating expenses 8 (92,548,801) (77,873,921)
Finance costs 14 (1,950,236) -
Profit/ (Loss) before income tax (305,678,249) 980,585,976
Income tax expense 9 (126,677,251) (27,075,865)
Profit / (Loss) for the period (432,355,500) 953,510,111
Other comprehensive income
Net change in fair value of available for sale equity
investments
(76,772,393) 416,591,558
Deferred tax on other comprehensive income (29,846,867) (2,531,018)
Decrease in fair value reserve following the disposal
of available for sale equity investments
(702,288) (566,229,166)
Total other comprehensive income (107,321,548) (152,168,626)
Total comprehensive income for the period (539,677,048) 801,341,485
Basic and diluted earnings per share (0.0359) 0.0703

The financial statements were authorised for issue on 12 November 2015 by:

Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA

Oana Truta Mihaela Moleavin

Prepared by Legal Representative Financial Reporting Manager

CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2015 (all amounts are in RON unless otherwise stated)

Note 30 September 2015 31 December 2014
Assets
Cash and current accounts 9,404,513 6,879,129
Deposits with banks 133,880,817 109,424,930
Treasury bills 49,925,703 162,839,401
Government bonds 81,017,055 31,749,581
Dividends receivable 10 38,599,122 -
Equity investments 11 12,046,084,774 12,927,656,781
Deferred tax assets 12 - 152,678,949
Other assets 31,058,843 9,438,338
Total assets 12,389,970,827 13,400,667,109
Liabilities
Short term bank loans
14 350,171,111 -
Other liabilities 13 69,466,862 52,794,086
Total liabilities 419,637,973 52,794,086
Equity
Share capital 15 10,074,080,746 11,815,279,887
Fair value reserve on available
for sale financial assets
15 3,913,033,924 4,020,355,472
Other reserves 527,397,886 610,197,299
Treasury shares 15 (203,783,031) (1,189,918,464)
Retained earnings (2,340,396,671) (1,908,041,171)
Total equity 11,970,332,854 13,347,873,023
Total liabilities and equity 12,389,970,827 13,400,667,109

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015

(all amounts are in RON unless otherwise stated)

Share capital Fair value
reserve on
available for sale
financial assets
Other reserves Treasury shares Retained earnings
/ (Accumulated
losses)
Total attributable
to the equity
holders of the Fund
Balance as at 1 January 2015 11,815,279,887 4,020,355,472 610,197,299 (1,189,918,464) (1,908,041,171) 13,347,873,023
Comprehensive income for the period
Loss for the period - - - - (432,355,500) (432,355,500)
Other comprehensive income
Net change in fair value of available for sale equity
investments
- (76,772,393) - - - (76,772,393)
Decrease in fair value following the disposal of available for
sale equity investments
- (702,288) - - - (702,288)
Deferred tax on other comprehensive income - (29,846,867) - - - (29,846,867)
Total other comprehensive income - (107,321,548) - - - (107,321,548)
Total comprehensive income for the period - (107,321,548) - - (432,355,500) (539,677,048)
Transactions with owners, recorded directly in equity
Decrease of the nominal value of the shares (609,213,933) - - 56,700,448 - (552,513,485)
Acquisition of treasury shares - - - (285,349,636) - (285,349,636)
Cancellation of treasury shares (1,131,985,208) - (82,799,413) 1,214,784,621 - -
Total transactions with owners recorded directly in
equity (1,741,199,141) - (82,799,413) 986,135,433 - (837,863,121)
Balance as at 30 September 2015 10,074,080,746 3,913,033,924 527,397,886 (203,783,031) (2,340,396,671) 11,970,332,854

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015

(all amounts are in RON unless otherwise stated)

Share capital Fair value
reserve on
available for sale
financial assets
Other reserves Treasury shares Retained earnings
/ (Accumulated
losses)
Total attributable
to the equity
holders of the Fund
Balance as at 1 January 2014 13,778,392,208 4,013,118,750 312,558,751 (1,095,093,250) (2,283,751,148) 14,725,225,311
Comprehensive income for the period
Profit of the period - - - - 953,510,111 953,510,111
Other comprehensive income
Net change in fair value of available for sale equity
investments - 416,591,558 - - - 416,591,558
Decrease in fair value following the disposal of available for
sale equity investments - (566,229,166) - - - (566,229,166)
Deferred tax on other comprehensive income - (2,531,018) - - - (2,531,018)
Total other comprehensive income - (152,168,626) - - - (152,168,626)
Total comprehensive income for the period - (152,168,626) - - 953,510,111 801,341,485
Transactions with owners, recorded directly in equity
Decrease of the nominal value of the shares (676,904,370) - - 57,379,239 - (619,525,131)
Acquisition of treasury shares - - - (205,784,683) - (205,784,683)
Cancellation of treasury shares (1,286,207,951) - 246,162,235 1,040,045,716 - -
Total transactions with owners recorded directly in
equity (1,963,112,321) - 246,162,235 891,640,272 - (825,309,814)
Balance as at 30 September 2014 11,815,279,887 3,860,950,124 558,720,986 (203,452,978) (1,330,241,037) 14,701,256,982

CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015

(all amounts are in RON unless otherwise stated)

9 months ended
30 September 2015
9 months ended
30 September 2014
Cash flows from operating activities
Disposals/ maturity of treasury bills and bonds 307,723,489 682,387,206
Dividends received (net of withholding tax) 528,878,195 669,796,058
Maturity of bank deposits with original maturities of
more than three months
25,000,000 -
Interest received 4,020,719 12,219,073
Proceeds from sale of equity investments 842,240 978,451,705
Suppliers and other taxes and fees paid (84,526,128) (79,361,920)
Acquisitions of treasury bills and bonds (244,482,961) (1,361,207,874)
Remunerations and related taxes paid (825,603) (773,000)
Income tax paid - (14,547,546)
Subscriptions to share capital increase of portfolio
companies
(1,079,970) -
Realised foreign exchange loss on cash and cash
equivalents
(96,759) (938,466)
Other receipts 236,802 3,775,341
Net cash flows from operating activities 535,690,024 889,800,577
Cash flows from financing activities
Short term bank loans 450,000,000 -
Return of capital to shareholders (519,159,908) (582,439,925)
Acquisition of treasury shares and buyback of GDRs (287,050,998) (205,783,760)
Repayment of short term bank loans (100,000,000) -
Payments to Central Depositary in relation with 2015
return of capital to shareholders
(22,391,907) -
Dividends paid (including related taxes) (3,208,281) (4,925,040)
Payment of interest and fees related to the short term
bank loans
(1,763,292) -
Net cash flows used in financing activities (483,574,386) (793,148,725)
Net increase in cash and cash equivalents 52,115,638 96,651,852
Cash and cash equivalents at the beginning of the
period
91,158,127 237,573,615
Cash and cash equivalents at the end of the period 143,273,765 334,225,467
Cash 30 September 2015
9,404,513
30 September 2014
1,119,597
Bank deposits with original maturities of less than
three months
133,869,252 333,105,870
143,273,765 334,225,467

(all amounts are in RON unless otherwise stated)

1. General information

Fondul Proprietatea SA (referred to as "Fondul Proprietatea" or "the Fund") is an undertaking for collective investments, in the form of a closed end investment company, established in accordance with Law 247/2005 regarding the reform in property and justice, as well as certain 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 78 - 80, Buzeşti Street, 7th Floor, District 1, Bucharest.

The Fund undertakes its activities in accordance with Law 247/2005, Law 297/2004 regarding the capital market, as subsequently amended ("Law 297/2004"), and Law 31/1990 regarding companies, republished as subsequently amended ("Law 31/1990") and it is an entity authorised, regulated and supervised by the Financial Supervisory Authority ("FSA"), formerly known as the National Securities Commission ("CNVM").

In accordance with its Constitutive Act, the main activity of the Fund is the management and administration of its portfolio.

The Fund was established to allow the payment in shares equivalent of compensations in respect of abusive expropriations undertaken by the Romanian State during the communist period, when properties were not returned in kind.

Franklin Templeton Investment Management Limited United Kingdom Bucharest Branch ("Fund Manager" or "FTIML") was appointed on 29 September 2010 as the Fund Manager and Sole Director of the Fund and the mandate was renewed on 30 September 2014 for two years.

Starting 25 January 2011, Fondul Proprietatea is 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 (renamed starting 5 January 2015 as Premium Tier shares), under ISIN number ROFPTAACNOR5 with the market symbol "FP".

Starting 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, or 81,228,524 GDRs between 29 April and 12 August 2015 and 74,622,820 GDRs after this date, each GDR representing 50 shares, and the currency of the GDRs is US dollar.

These condensed interim financial statements for the nine-month period ended 30 September 2015 are not audited.

2. Basis of preparation

(a) Statement of compliance

On 6 August 2014, the FSA issued Instruction no. 2/ 6.08.2014 ("Instruction 2/2014"), whereby entities authorised, regulated and supervised by the FSA in the Financial Investments and Instruments Sector (including the Fund), were required to apply International Financial Reporting Standards as adopted by European Union ("IFRS") as official accounting regulations with effect from 1 January 2015. As a result, starting 1 January 2015, the Fund adopted IFRS as the official basis of accounting.

However, during 2015, the FSA decided to postpone the implementation of IFRS as the official accounting regulations for regulated entities. FSA Instruction no. 1/19.05.2015 regarding the amendment of Instruction 2/2014 ("Instruction 1/2015"), was published in the Official Gazette of Romania and entered into force on 19 May 2015, delaying the implementation of IFRS as the official accounting regulations until 1 January 2016. As a result, starting May 2015 the official accounting regulations for the Fund again became Romanian Accounting Regulations for the year 2015.

The Fund has prepared these financial statements for informative purposes, in order to provide users of the Fund's financial reports with supplementary financial information on the Fund's financial position.

(all amounts are in RON unless otherwise stated)

2. Basis of preparation (continued)

(a) Statement of compliance (continued)

These condensed interim financial statements for the nine-month period ended 30 September 2015 have been prepared in accordance with IAS 34 Interim financial reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2014, prepared in accordance with IFRS.

Due to the application of the Amendments to IFRS 10, IFRS 12 and IAS 27 (Investment Entities) starting 1 January 2014, being an investment entity, the Fund no longer consolidates its subsidiaries and in consequence, the Fund no longer prepares consolidated financial statements, the separate financial statements being the Fund's only financial statements.

(b) Basis of measurement

The condensed interim financial statements have been prepared on a fair value basis for the main part of the Fund's assets (equity investments, treasury bills and short-term government bonds respectively), and on a historical cost or amortised cost basis for the rest of the items included in the condensed interim financial statements.

(c) Functional and presentation currency

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

(d) Use of estimates

The preparation of the 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 about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant impact on the amounts recognised in the condensed interim financial statements is included in the following notes:

  • Note 8 Operating expenses;
  • Note 11 Equity investments;
  • Note 12 Deferred tax assets;
  • Note 13 Other liabilities;
  • Note 16 Contingencies.

3. Significant accounting policies

The accounting policies applied in these condensed interim financial statements are the same as those applied in the Fund's financial statements as at and for the year ended 31 December 2014 and have been applied consistently to all periods presented in these condensed interim financial statements.

Starting from 2014, the Fund applied the Amendments to IFRS 10, IFRS 12 and IAS 27 (Investment Entities), being classified as an investment entity. As a result, the Fund changed its accounting policies for investments in subsidiaries and associates, classifying and measuring them at fair value through profit or loss, while all the other equity investments of the Fund were classified as available for sale financial assets with the changes in fair value recognised in other comprehensive income (equity).

(all amounts are in RON unless otherwise stated)

3. Significant accounting policies (continued)

Comparative financial information

During 2014, the Fund issued condensed interim IFRS financial statements for informative purposes. In those informative condensed interim financial statements all Fund's equity investments were classified and measured at fair value through profit or loss, the comparative information being restated accordingly.

Following the changes in local accounting legislation, according to the Instruction no. 2/2014 issued by the FSA in August 2014 (before its subsequent amendment in May 2015), starting 1 January 2015, IFRS became the official accounting regulation of the Fund for both accounting and fiscal basis.

In that context, the classification and measurement of the equity investments of the Fund were reconsidered for the preparation of the annual financial statements for the year ended 31 December 2014, the initial classification and valuation of other equity investments (other than subsidiaries and associates, which continued to be recorded at fair value through profit or loss), as reported in the previously published annual IFRS financial statements (as available for sale financial assets) was considered the most appropriate option.

As a result, for consistency with the current period (nine-month period ended 30 September 2015), the comparative information for the nine-month period ended 30 September 2014 was restated accordingly.

Also, for the nine-month period ended 30 September 2014 the Fund reclassified certain items in the Statement of Comprehensive Income, in order to be consistent with current period presentation.

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015 (all amounts are in RON unless otherwise stated)

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:

At fair value
Loans and through profit or Other amortised Total carrying
receivables Available for sale loss cost amount Fair value
30 September 2015
Cash and current accounts 9,404,513 - - - 9,404,513 9,404,513
Deposits with banks 133,880,817 - - - 133,880,817 133,880,817
Treasury bills - 49,925,703 - - 49,925,703 49,925,703
Government bonds - 81,017,055 - - 81,017,055 81,017,055
Dividends receivable 38,599,122 - - - 38,599,122 38,599,122
Equity investments - 8,228,056,176 3,818,028,598 - 12,046,084,774 12,046,084,774
Other receivables 31,058,843 - - - 31,058,843 31,058,843
Short term bank loans - - - (350,171,111) (350,171,111) (350,171,111)
Other liabilities - - - (69,466,862) (69,466,862) (69,466,862)
212,943,295 8,358,998,934 3,818,028,598 (419,637,973) 11,970,332,854 11,970,332,854
At fair value
Loans and through profit or Other amortised Total carrying
receivables Available for sale loss cost amount Fair value
31 December 2014
Cash and current accounts 6,879,129 - - - 6,879,129 6,879,129
Deposits with banks 109,424,930 - - - 109,424,930 109,424,930
Treasury bills - 162,839,401 - - 162,839,401 162,839,401
Government bonds - 31,749,581 - - 31,749,581 31,749,581
Equity investments - 8,335,790,680 4,591,866,101 - 12,927,656,781 12,927,656,781
Other receivables 9,438,338 - - - 9,438,338 9,438,338
Other liabilities - - - (52,794,086) (52,794,086) (52,794,086)
125,742,397 8,530,379,662 4,591,866,101 (52,794,086) 13,195,194,074 13,195,194,074

(all amounts are in RON unless otherwise stated)

5. Gross dividend income

9 months ended 9 months ended
30 September 2015 30 September 2014
Hidroelectrica SA 128,915,585 -
Romgaz SA 121,410,324 148,525,046
OMV Petrom SA 120,496,860 331,366,364
Electrica Furnizare SA 38,285,340 19,637,608
Electrica Distributie Muntenia Nord SA 24,653,096 23,212,248
GDF Suez Energy Romania SA 24,000,000 33,600,000
Enel Distributie Banat SA 20,673,959 -
Electrica Distributie Transilvania Sud SA 17,568,497 12,733,949
Electrica Distributie Transilvania Nord SA 16,701,520 11,666,197
Enel Distributie Dobrogea SA 10,504,848 -
Societatea Nationala a Sarii SA 10,234,109 19,808,540
CN Aeroporturi Bucuresti SA 10,232,630 -
Nuclearelectrica SA 8,222,514 33,164,141
Enel Energie SA 7,420,314 -
CN Administratia Porturilor Maritime SA 6,453,568 10,118,830
CN Administratia Canalelor Navigabile SA 235,450 175,612
Transelectrica SA - 22,046,532
Conpet SA - 8,773,485
Others 3,294,744 264,214
569,303,358 675,092,766

The dividend income was subject to 16% withholding tax. In cases where the relevant shareholding of the Fund was larger than 10% of total issued shares of the company, for at least one year prior to the dividend distribution, no withholding tax was due.

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

9 months ended
30 September 2015
9 months ended
30 September 2014
Realised net gain / (loss) from equity instruments - 2,023,243
Unrealised net gain / (loss) from equity instruments (774,829,123) 50,189,363
Total (774,829,123) 52,212,606

The unrealised net loss from equity investments at fair value through profit or loss for the first nine months of 2015 was mainly generated by the net change in the fair value for the holding in OMV Petrom, due to the evolution of the price of the shares of this company during the respective period.

No realised net gain or loss from equity investments at fair value through profit or loss was recorded in the nine month period ended 30 September 2015 (as there were no such disposals). Realised net gain from equity investments at fair value through profit or loss for the nine-month period ended 30 September 2014 was calculated as the difference between the proceeds from the disposal during the period of the relevant equity investments and the fair value of the equity investments disposed of at the beginning of the period. If we calculate this realised net gain from equity investments at fair value through profit or loss by reference to the historical cost, this gain would be RON 1,972,612.

(all amounts are in RON unless otherwise stated)

7. Gain/ (Loss) on disposal of equity investments available for sale

During the nine-month period ended 30 September 2015 the Fund sold its entire holdings in Forsev SA, SIFI CJ Agro SA and Electroconstructia Elco Cluj SA. The net loss on disposal of these equity investments was RON 93 representing the difference between the proceeds from disposals (RON 1,646,833) and the carrying values of the equity investments as at disposal date (RON 2,349,214), plus the net unrealised gain related to these investments disposed, transferred from equity (other comprehensive income) to profit or loss upon their derecognition (RON 702,288).

During the nine-month period ended 30 September 2014, the Fund sold its entire holdings in Erste Group Bank, Raiffeisen Bank, Resib SA, Turdapan SA, Transelectrica SA, Transilvania-Com SA, Severnav SA and part of its holdings in Oil Terminal SA and Romgaz SA. The net gain on disposal of these equity investments was RON 588,871,666 representing the difference between the proceeds from disposals (RON 975,086,511) and the carrying values of the equity investments as at disposal date (RON 952,444,011), plus the net unrealised gain related to these investments disposed, transferred from equity (other comprehensive income) to profit or loss upon their derecognition (RON 566,229,166).

8. Operating expenses

9 months ended 9 months ended
30 September 2015 30 September 2014
Investment management and administration fees 54,444,904 40,414,825
Financial Supervisory Authority monthly fees 8,804,321 11,087,081
Depositary fee 1,025,641 1,382,155
Remunerations and related taxes 826,417 817,650
Intermediaries fees related to disposal of portfolio - 8,060,583
holdings
Other fees related to disposal of portfolio holdings - 1,739,376
Third party services 24,049,850 11,791,963
Other operating expenses 3,397,668 2,580,288
92,548,801 77,873,921

Investment management and administration fees increased in the nine-month period ended 30 September 2015 as compared to the nine-month period ended 30 September 2014 mainly due to the distribution fees which were accrued starting 20 March 2015 (RON 14.0 million) when the Amendment no. 2 to the new Investment Management Agreement was partially endorsed by the FSA, but also to the change in the base fee rate starting September 2014 from 0.479% per year to 0.60% per year (when the new Investment Management Agreement entered into force). The investment management and administration fees are invoiced and paid on quarterly basis.

Financial Supervisory Authority monthly fees decreased, mainly due to the decrease of the FSA fee rate from 0.1% per year to 0.0936% per year (i.e. 0.0078% per month) and due to the decrease of the Fund's total NAV on which these fees are based.

Third party services increased in the first nine months of 2015 as compared to the same period in 2014, mainly due to the secondary listing expenses incurred in this period.

(all amounts are in RON unless otherwise stated)

9. Income tax expense

9 months ended 9 months ended
30 September 2015 30 September 2014
Current tax expense
Current tax (16%) (2,019,127) (23,958,432)
Dividend withholding tax (1,826,041) (5,306,263)
(3,845,168) (29,264,695)
Deferred tax related to:
Equity investments (122,832,083) 2,531,018
Fiscal loss used - (342,188)
(122,832,083) 2,188,830
Income tax expense (126,677,251) (27,075,865)

The effective tax rate used to calculate the deferred tax position of the Fund was 16% (standard tax rate).

9 months ended
30 September 2015
9 months ended
30 September 2014
Reconciliation of effective tax rate
Profit / (Loss) for the period (432,355,500) 953,510,111
Income tax expense (126,677,251) (27,075,865)
Profit excluding income tax (305,678,249) 980,585,976
Income tax using the standard tax rate (16%) 48,908,520 (156,893,756)
Effect of:
Taxation applied on dividend income 87,728,627 98,209,649
Gain on cancellation of treasury shares (taxable equity
item)
(5,508,875) (39,385,958)
Decrease of the nominal value of the treasury shares
(taxable equity item)
(9,072,072) (373,073)
Non-taxable income 3,070,738 141,452,009
Non-deductible expenses (945,943) (68,387,327)
Reversal of deferred tax previouly recognised (152,732,979) -
Impact of non-recognition of deferred tax on change in
fair value of equity investments
(98,125,267) (1,697,409)
Income tax expense (126,677,251) (27,075,865)
9 months ended
30 September 2015
9 months ended
30 September 2014
Income tax recognised directly in equity:
On equity investments carried at fair value (29,846,867) (2,531,018)

Please see note 12 for details regarding deferred tax computation and recognition.

(all amounts are in RON unless otherwise stated)

10. Dividends receivable

30 September 2015 31 December 2014
Dividends receivable
Enel Distributie Banat SA 20,673,959 -
Enel Distributie Dobrogea SA 10,504,848 -
Enel Energie SA 7,420,314 -
CN Aeroporturi Bucuresti SA 332,509 47,839
Other dividends receivable 809,258 819,414
39,740,887 867,253
Impairment loss allowance (1,141,765) (867,253)
38,599,122 -

11. Equity investments

The equity investments of the Fund are classified as financial assets at fair value through profit or loss (respectively Fund's associates and subsidiaries) or as financial assets available for sale (all the other equity investments) and are valued as follows:

  • Either at fair value, determined by reference to published bid price quotations on the stock exchange where shares are traded (listed and liquid securities), or assessed by independent valuers, using valuation techniques in accordance with International Valuation Standards (unlisted securities);
  • Or at values considered to be equivalent to fair values, being the values used in the calculation of the net asset value of the Fund, determined in accordance to the regulations issued by the FSA/CNVM (listed but illiquid securities and unlisted securities for which fair values assessed by independent valuers were not available at that date).

The movement in the carrying amounts of equity investments for the nine-month period ended 30 September 2015 and the nine-month period ended 30 September 2014 is presented below:

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2015 (all amounts are in RON unless otherwise stated)

11. Equity investments (continued)

Equity investments at fair value
through profit or loss
Equity investments
available for sale
Total equity
investments
1 January 2015 4,591,866,101 8,335,790,680 12,927,656,781
Subscriptions to share capital increase of portfolio
companies 991,620 88,350 1,079,970
Disposals - (2,349,214) (2,349,214)
Impairment losses - (28,701,247) (28,701,247)
Net change in fair value of available for sale
equity investments (recorded in other - (76,772,393) (76,772,393)
comprehensive income)
Net loss from equity investments at fair value
through profit or loss
(774,829,123) - (774,829,123)
30 September 2015 3,818,028,598 8,228,056,176 12,046,084,774
Equity investments at fair value
through profit or loss
Equity investments
available for sale
Total equity
investments
1 January 2014 5,127,828,720 9,184,400,405 14,312,229,125
Equity investments classified as investments in
associates starting 2014
76,049,556 (76,049,556) -
Shares contributions in kind by State - 1,432,270 1,432,270
Disposals (2,020,548) (952,444,010) (954,464,558)
Impairment losses - (291,457,849) (291,457,849)
Return of share capital by portfolio companies (3,748,753) - (3,748,753)
Net change in fair value of available for sale
equity investments (recorded in other
comprehensive income)
- 416,591,558 416,591,558
Net gain from equity investments at fair value
through profit or loss
50,189,363 - 50,189,363
30 September 2014 5,248,298,338 8,282,472,818 13,530,771,156

(all amounts are in RON unless otherwise stated)

11. Equity investments (continued)

Impairment losses

The equity investments for which the Fund recorded impairment losses were the following:

Company 9 months ended 9 months ended
30 September 2015 30 September 2014
Nuclearelectrica SA 20,008,118 80,580,640
Alro SA 8,017,319 8,945,169
CN Administratia Porturilor Dunarii Fluviale SA 675,810 -
Complexul Energetic Oltenia SA - 201,932,040
Total 28,701,247 291,457,849

The structure of the Fund's portfolio was the following:

30 September 2015 31 December 2014
Equity investments at fair value through profit or
loss
OMV Petrom SA 3,604,147,142 4,389,528,460
Societatea Nationala a Sarii SA 142,882,000 142,882,000
Zirom SA 39,338,000 39,338,000
Primcom SA 17,697,131 12,345,176
Other 13,964,325 7,772,465
3,818,028,598 4,591,866,101

(all amounts are in RON unless otherwise stated)

11. Equity investments (continued)

Equity investments available for sale 30 September 2015 31 December 2014
Hidroelectrica SA 2,178,094,000 2,178,094,000
Romgaz SA 1,156,288,800 1,362,879,066
Enel Distributie Banat SA 640,491,000 640,491,000
Enel Distributie Muntenia SA 465,769,000 465,769,000
GDF Suez Energy Romania SA 461,321,000 461,321,000
E.ON Distributie Romania SA 445,920,000 441,456,000
Enel Distributie Dobrogea SA 396,895,000 396,895,000
CN Aeroporturi Bucuresti SA 332,286,000 332,286,000
BRD Groupe Societe Generale SA 264,029,542 222,140,240
Electrica Distributie Muntenia Nord SA 235,600,000 235,600,000
Electrica Distributie Transilvania Sud SA 206,500,000 206,500,000
Electrica Distributie Transilvania Nord SA 201,600,000 201,600,000
Banca Transilvania SA 199,417,331 143,234,554
Nuclearelectrica SA 192,132,751 212,140,869
E.ON Energie Romania SA 133,900,000 133,900,000
Administratia Porturilor Maritime SA 132,594,000 132,594,000
Electrica Furnizare SA 126,368,000 126,368,000
Complexul Energetic Oltenia SA 108,474,000 108,474,000
Alro SA 101,309,752 84,546,268
Enel Energie SA 74,377,000 74,377,000
Enel Energie Muntenia SA 65,144,000 65,144,000
Posta Romana SA 55,896,000 55,896,000
Other 53,648,999 54,084,683
8,228,056,176 8,335,790,680
Total equity investments 12,046,084,774 12,927,656,781

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

(all amounts are in RON unless otherwise stated)

11. Equity investments (continued)

Fair value hierarchy

The table below presents the equity investments carried at fair value, by valuation method.

The Fund measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurement, the different levels 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).

As at 30 September 2015:

Level 1 Level 2 Level 3 Total
Equity investments 5,520,982,844 - 6,447,563,000 11,968,545,844
Treasury bills 49,925,703 - - 49,925,703
Government bonds 81,017,055 - - 81,017,055
5,651,925,602 - 6,447,563,000 12,099,488,602
As at 31 December 2014: Level 1 Level 2 Level 3 Total
Equity investments 6,417,755,342 - 6,443,756,000 12,861,511,342
Treasury bills 162,839,401 - - 162,839,401
Government bonds 31,749,581 - - 31,749,581
6,612,344,324 - 6,443,756,000 13,056,100,324

The level in the fair value hierarchy within which the fair value measurement is categorised, is determined on the basis of 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.

If a fair value measurement uses observable inputs that require significant adjustments based on unobservable inputs, that financial instrument is classified in Level 3. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset. The assessment of what constitutes observable requires significant judgment by the Fund. The Fund considers observable data to be that 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.

For all Level 3, the equity investments valuation was performed by independent valuers, based on financial information provided by the Fund, using valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs, under the supervision and review of the Fund's Management, who ensures that all underlying data used in the report is accurate, and appropriate inputs are used in the valuation.

As the valuation reports were prepared as at 30 September 2014 (except the valuation for E.ON Distributie Romania SA for which it was used an independent valuation report as at 31 December 2014), based on financial information available for the companies under valuation as at the respective dates, the Fund's management has analysed, based on the available information, the period between the date of the valuation reports and the reporting date (30 September 2015). 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.

(all amounts are in RON unless otherwise stated)

11. Equity investments (continued)

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 take into account these factors in pricing a transaction.

As a result of strong volatility in the capital market and severe restrictions in the credit markets both globally and in Romania, notwithstanding any potential economic stabilisation measures that may be put into place by the Romanian State, economic uncertainties arose surrounding the continual availability and cost of credit for the Fund's counterparties, future development of the market and demand for goods and services they produce. The economic uncertainties are expected to continue in the foreseeable future and, as a consequence, there is a possibility that assets of the Fund are not recovered at their carrying amount in the ordinary course of business. A corresponding impact on the Fund's profitability cannot be estimated reliably as of the date of these condensed interim financial statements.

For the equity investments classified under Level 1, the Fund had sufficient available information with respect to active markets, with sufficient trading volume for accurate price discovery.

As at 30 September 2015, the equity investments included equity investments valued at values used in the calculation of the net asset value of the Fund as at that date, determined in accordance to the regulations issued by the FSA/CNVM, in amount of RON 77,538,930 (31 December 2014: RON 66,145,439).

As at 30 September 2015, unlisted equity investments with a carrying amount of RON 6,447,563,000 (31 December 2014: RON 6,443,756,000) were classified into Level 3 of the fair value hierarchy. Out of this, an amount of RON 2,841,152,854 represents the total net change in fair value recognised in equity (other comprehensive income) as at 30 September 2015 (31 December 2014: RON 2,836,777,204). The fair values for these equity investments were assessed by independent valuers, using valuation methods in accordance with International Valuation Standards.

The following table sets out information about significant unobservable inputs used at 30 September 2015 and 31 December 2014 in measuring equity instruments categorised as Level 3 in the fair value hierarchy:

Financial
assets
Fair value as at
30 September 2015
Valuation
technique
Unobservable inputs Relationship of unobservable inputs
to fair value
Total 6,447,563,000
Unlisted
equity
6,099,139,000 Market approach -
comparable
EBITDA multiple ranging
from 3.88 to 9.36
The higher EBITDA multiple, the higher
the fair value.
instruments companies (based
on EBITDA
multiple)
Discount for lack of
marketability: 15% or 20%
The lower discount for lack of
marketability, the higher the fair value.
Unlisted
equity
108,474,000 Market approach -
comparable
Revenue multiple: 1 The higher Revenue multiple, the
higher the fair value.
instruments
on Revenue
multiple)
companies (based Discount for lack of
marketability: 20%
The lower discount for lack of
marketability, the higher the fair value.
Unlisted
equity
instruments
239,950,000 Income approach
- discounted cash
flow method
Weighted average cost of
capital ranging from
12.17% to 16.26%.
The lower the weighted average cost of
capital, the higher the fair value.
Discount for lack of
marketability ranging from
0% to 15%.
The lower discount for lack of
marketability, the higher the fair value.
Discount for lack of control
ranging from 0% to 20%.
The lower discount for lack of control,
the higher the fair value.
Long-term revenue growth
rate ranging from 1.5% to
2.5%
The higher the long-term revenue
growth rate, the higher the fair value.

(all amounts are in RON unless otherwise stated)

11. Equity investments (continued)

Financial
assets
Fair value as at
31 December 2014
Valuation
technique
Unobservable inputs Relationship of unobservable inputs
to fair value
Total 6,443,756,000
Unlisted
equity
6,094,675,000 Market approach -
comparable
EBITDA multiple ranging
from 3.88 to 9.36
The higher EBITDA multiple, the higher
the fair value.
instruments
companies (based
on EBITDA
multiple)
Discount for lack of
marketability: 15% or 20%
The lower discount for lack of
marketability, the higher the fair value.
Unlisted
equity
108,474,000 Market approach -
comparable
Revenue multiple: 1 The higher Revenue multiple, the
higher the fair value.
instruments
companies (based
on Revenue
multiple)
Discount for lack of
marketability: 20%
The lower discount for lack of
marketability, the higher the fair value.
Unlisted
equity
instruments
240,607,000 Income approach
- discounted cash
flow method
Weighted average cost of
capital ranging from
12.17% to 16.26%.
The lower the weighted average cost of
capital, the higher the fair value.
Discount for lack of
marketability ranging from
0% to 15%.
The lower discount for lack of
marketability, the higher the fair value.
Discount for lack of control
ranging from 0% to 20%.
The lower discount for lack of control,
the higher the fair value.
Long-term revenue growth
rate ranging from 1.5% to
2.5%
The higher the long-term revenue
growth rate, the higher the fair value.

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 or doubt regarding some of the 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 the company's earning capacity.

EBITDA multiple: represents the most relevant multiple used when pricing the 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 the comparable companies are determined by dividing the enterprise value of the 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 the comparable peer group. Valuers estimate the discount for lack of marketability based on 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 control power and it was considered under the discounted cash flow method, in order to derive the value of a minority shareholding in the equity of the 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.

(all amounts are in RON unless otherwise stated)

12. Deferred tax assets

30 September 2015 31 December 2014
Temporary differences - deductible
On equity investments - 954,243,433
Recognised deferred tax asset at 16% - 152,678,949

The effective tax rate used to calculate the deferred tax position of the Fund was 16% (standard tax rate).

The recognition of deferred tax assets as at 31 December 2014 in amount of RON 152,678,949 has been made based on the Fund's assessment regarding the recoverability of such deferred tax asset position out of future taxable profit of the Fund, in accordance with the Romanian fiscal legislation applicable at that date.

As at 31 December 2014, in the context of applying IFRS as statutory accounting regulation starting 1 January 2015, the Fund recognised only the net deferred tax asset generated by the equity investments at fair value through profit or loss, considering that the negative changes in the fair value of these equity investments (tax deductible expenses) are due to temporary market conditions and are expected to be reversible in the foreseeable future, and, consequently, will be offset by future positive changes in fair value (taxable income).

In the nine-month period ended 30 September 2015, the Fund reversed the deferred tax assets recorded as at 31 December 2014, for prudence reasons, due to the fact that, even if starting 1 January 2015 Instruction 2/2014, stating IFRS as official accounting regulations for entities authorised, regulated and supervised by the FSA entered into force, in May 2015 the FSA issued Instruction 1/2015 according to which the adoption of IFRS as statutory accounting basis (official accounting regulations) is postponed until 1 January 2016.

13. Other liabilities

30 September 2015 31 December 2014
Investment Management and Administration fees 26,624,112 16,064,203
Payable to shareholders related to the return of capital 26,579,832 11,434,904
Provision for litigations 11,528,858 11,397,683
Prior years dividends payable 1,464,923 5,455,306
Payables related to treasury shares under settlement 1,841,524 3,468,114
Financial Supervisory Authority fees 947,486 1,164,865
Other liabilities 480,127 3,809,011
69,466,862 52,794,086

The provisions for litigations are related to the legal case started by World Trade Center București SA against the Fund in August 2013, requesting the Fund to pay back the amounts recovered from the enforcement procedure against this company during 2010 and 2011 and to pay the related legal interest.

14. Short term bank loans

As at 30 September 2015, short term bank loans included the amounts drawn from the revolving credit facility granted by Citibank Europe Plc, Dublin – Romania Branch and related accrued interest payable.

On 23 June 2015 the Fund drew an amount of RON 450 million from the total credit facility of RON 500 million, which was used for the funding of the 2015 return of capital to shareholders. On 23 July 2015 and 21 August 2015, the Fund rolled over the amount drawn of RON 450 million, while on 21 September 2015 the Fund repaid RON 100 million and rolled over the remaining RON 350 million for one month.

The finance costs category included in the Statement of Comprehensive Income comprised of the accrued interest expense on the amounts drawn from the credit facility and of the commitment fee on undrawn amounts.

For further updates regarding the credit facility agreement, please see note 18 Subsequent events.

(all amounts are in RON unless otherwise stated)

15. Shareholders' equity

(a) Share capital

As at 30 September 2015, the subscribed share capital was RON 10,074,080,745.90 (31 December 2014: RON 11,815,279,886.85) representing 11,193,423,051 shares (31 December 2014: 12,437,136,723 shares) with a nominal value of RON 0.90 per share (31 December 2014: RON 0.95 per share), out of which 363,812,350 shares were unpaid (31 December 2014: 363,812,350 unpaid shares).

The following changes in share capital were recorded in the nine-month period ended 30 September 2015:

  • In January 2015, the paid in share capital of the Fund decreased by RON 240,215,153 following the cancellation of 252,858,056 treasury shares acquired by the Fund in the third buy-back programme carried on in 2014.
  • In May 2015, the paid in share capital of the Fund decreased by RON 591,023,316 following the reduction of the nominal value of the shares from RON 0.95 to RON 0.90 per share.
  • In August 2015, the paid in share capital of the Fund decreased by RON 891,770,054.40 following the cancellation of 990,855,616 treasury shares acquired by the Fund in the fourth buy-back programme carried on in 2014 and 2015.

Following all these changes, the paid in capital of the Fund decreased from RON 11,469,658,154.35 as at 31 December 2014 to RON 9,746,649,630.90 as at 30 September 2015 (divided in 10,829,610,701 shares with a nominal value of RON 0.90 per share) and the subscribed share capital of the Fund decreased from RON 11,815,279,886.85 as at 31 December 2014 to RON 10,074,080,745.90 as at 30 September 2015 (divided in 11,193,423,051 shares with a nominal value of RON 0.90 per share).

Unpaid share capital represents the net value of certain contributions due to the Fund by the Romanian State represented by the Ministry of Public Finance as shareholder, that were recorded in previous years as paid in share capital (based on Law 247/2005). Holders of unpaid shares are not entitled to vote or to receive dividends.

As at 30 September 2015, the Romanian State's share in the Fund's subscribed share capital was 3.29% (31 December 2014: 2.96%) and the share in the Fund's paid in share capital was of 0.04% (31 December 2014: 0.04%).

(b) Fair value reserve on available for sale financial assets

The fair value reserve of RON 3,913,033,924 as at 30 September 2015 (31 December 2014: RON 4,020,355,472) comprised of the cumulative net change in the fair value of available for sale financial assets recognised in other comprehensive income until the investments are derecognised or impaired, net of the related deferred tax recognised through equity.

(c) Treasury shares

The third buy-back programme

At the General Shareholders' Meeting ("GSM") in November 2013, the shareholders approved the third buy-back programme: the Fund Manager was authorised to repurchase a maximum number of 252,858,056 shares or 1.89% of the paid in share capital, within 18 months of the date when the shareholders' resolution is published in the Official Gazette of Romania, within the price range of RON 0.2 per share to RON 1.5 per share, to be cancelled upon completion of the buy-back programme. The execution of the third buy-back programme started on 25 March 2014 and until 23 July 2014, all 252,858,056 treasury shares were acquired, at a total acquisition value, including transaction costs, of RON 205,784,683. The cancellation of the shares acquired within this buy-back programme was effective on 27 January 2015.

The fourth buy-back programme

In the 28 April 2014 GSM, the shareholders approved the fourth buy-back programme, for a maximum number of (i) 990,855,616 shares or (ii) 10% of the subscribed share capital at the relevant time, whichever is the lesser, starting with the date when the third buy-back programme is completed.

(all amounts are in RON unless otherwise stated)

15. Shareholders' equity (continued)

(c) Treasury shares (continued)

The programme could be executed within 18 months of the date when the shareholders' resolution was published in the Official Gazette of Romania within the price range of RON 0.2 per share to RON 2 per share, to be cancelled upon completion of the buy-back programme. The execution of the fourth buy-back programme started on 1 October 2014 and until 2 February 2015, all 990,855,616 treasury shares were acquired, at a total acquisition value, including transaction costs, of RON 1,060,874,423. During the GSM held on 27 April 2015 Fund's the shareholders approved the decrease of the share capital through the cancellation of the shares repurchased by the Fund in the fourth buy-back programme.

The cancellation of the shares acquired within this buy-back programme was effective on 12 August 2015, when the new Constitutive Act was endorsed by FSA.

The fifth buy-back programme

On 19 November 2014 the Fund's shareholders approved the fifth buy-back programme that refers to the acquisition of a maximum number of (i) 227,572,250 shares or (ii) 10% of the subscribed share capital at the relevant time, whichever is the lesser, starting with the date when the share capital decrease approved through Extraordinary General Shareholders' Meeting ("EGM") Resolution on 23 September 2014 (regarding the cancellation of the shares purchased by the Fund in the third buy-back programme) is effective, until August 2016. The buy-back could be performed within the price range of RON 0.2 per share to RON 2 per share, to be cancelled upon completion of the buy-back programme. The execution of the fifth buy-back programme started on 10 February 2015 and until 29 July 2015, all 227,572,250 treasury shares were acquired, at a total acquisition value, including transaction costs, of RON 193,699,522. The Fund Manager has requested shareholders' approval for the cancellation of the shares repurchased during this buy-back programme at the GSM held on 29 October 2015. For further updates regarding the shareholders' decisions in the 29 October 2015 GSM, please see note 18 Subsequent events.

The sixth buy-back programme

The Fund Manager intends to continue with share buy-backs in accordance with the Fund's Investment Policy Statement, and in the 27 April 2015 GSM the shareholders approved a new buy-back programme for a maximum number of (i) 891,770,055 shares or the equivalent number of global depositary receipts corresponding to the shares of Fondul Proprietatea or (ii) 10% of the subscribed share capital at the relevant time, whichever is the lesser, until 15 November 2016. The buy-back shall be performed at a price that is neither lower than RON 0.2 per share nor higher than RON 2 per share. The buy-back transactions can only be applied for fully paid shares. The shares repurchased will be cancelled. The implementation of this buy-back programme is subject to the availability of the necessary cash.

The execution of the six buy-back programme started on 9 September 2015 and until 30 September 2015, the total number of shares repurchased was 21,660,405 (14,208,305 ordinary shares and 7,452,100 equivalent shares of the GDRs repurchased, where 1 GDR = 50 ordinary shares), at a total acquisition value, including transaction costs, of RON 17,241,176.

(d) Return of capital to shareholders

At the 21 January 2015 GSM, the Fund's shareholders approved the return to shareholders of RON 0.05 per share, following the share capital decrease through the reduction of the nominal value of Fund's share from RON 0.95 to RON 0.90. The shareholders resolution was published in the Official Gazette of Romania on 4 February 2015 and the endorsement by the FSA of the new Constitutive Act reflecting the share capital decrease was received on 21 May 2015.

The shareholders registered in the shareholders' registry with the Central Depositary on 24 June 2015 have the right to receive RON 0.05 per share, proportionally with their participation to the paid in share capital of the Fund. The payment started on 29 June 2015 and by 30 September 2015, shareholders had collected over 95% of the total distribution of RON 534,322,868.

(all amounts are in RON unless otherwise stated)

15. Shareholders' equity (continued)

(e) Dividends

In June 2014, the FSA has issued the Endorsement no.71/19.06.2014, which states the fact that the methodology for net asset value computation in accordance with the CNVM Regulation 4/2010, as subsequently amended, shall not be applied in the context of the requirements of article 69 in Law 31/1990 related to profit distribution. The FSA has also clarified that the Endorsement is applicable prospectively from the date of its official publication, respectively 19 June 2014.

According to this official interpretation of the FSA regarding the computation of Fund 'net asset value', dividend distributions cannot be made to shareholders at the present time because the Fund's shareholders' equity computed in accordance with Romanian accounting regulations (CNVM Regulation 4/2011, as subsequently amended), of RON 9,339,030,996 as at 31 December 2014 is lower than the share capital of the Fund of RON 11,815,279,887 as at 31 December 2014.

The Fund Manager remains committed to ensuring annual cash distributions to the Fund's shareholders, based on the compliance with the applicable regulations. The Fund Manager has recommended, and the shareholders have approved (on 21 January 2015), a cash distribution of RON 0.05 per share via the decrease of the share capital through the reduction of the nominal value of the Fund's shares. Based on current understanding of Romanian tax law, no Romanian tax will arise for the Fund or its shareholders on this distribution. For details, please see note 15 (d) above.

16. Contingencies

1. Litigations

As at 30 September 2015 the Fund was involved in certain litigations, either as defendant or claimant. According to the requirements of the IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" the Fund has disclosed in these condensed interim financial statements those which may have significant effects on the Fund's financial position or profitability. The most important litigations were as follows:

  • One former minority shareholder of the Fund has filed litigations against the Fund on various grounds, including some seeking the cancellation of certain resolutions of the General Shareholders' Meeting. These litigations are at various stages of process within the Romanian Court system and updates are frequently reported by Management through the Bucharest Stock Exchange news system.
  • In one of these cases, on 10 October 2012 the Bucharest Court of Appeal rejected the appeal filed by the Fund and upheld the decision of the Bucharest Court to partly admit a claim to annul certain resolutions from the 6 September 2010 GSM relating to (inter alia) approval of a new Constitutive Act and the first appointment of FTIML as the administrator of the Fund.

This decision is irrevocable and it was implemented by Trade Register, without any changes in the Management of the Fund considering that:

  • the version of the Constitutive Act to which the Court decision relates is not the one currently in force, as new changes and versions of the Constitutive Act were adopted by the Fund's shareholders with vast majority during the 29 November 2010 GSM, the 23 November 2011 GSM, the 4 April 2012 GSM, the 23 November 2012 GSM, the 25 April 2013 GSM, the 22 November 2013 GSM, the 3 February 2014 GSM, the 28 April 2014 GSM, the 23 September 2014 GSM, the 19 November 2014 GSM, the 21 January 2015 GSM and the 27 April 2015 GSM;
  • new resolutions passed during the 25 April 2012 GSM, the 23 November 2012 GSM, the 25 April 2013 GSM, the 22 November 2013 GSM, the 3 February 2014 GSM, the 28 April 2014 GSM, the 23 September 2014 GSM, the 19 November 2014 GSM, the 21 January 2015 GSM and the 27 April 2015 GSM specifically ratified and re-approved the objects of all the resolutions to which this Court decision relates (these resolutions were proposed by a shareholder and approved with a significant majority);

(all amounts are in RON unless otherwise stated)

16. Contingencies (continued)

FTIML was appointed for a new 2-year mandate as Sole Director and Fund Manager of Fondul Proprietatea starting with 30 September 2014.

As at 30 September 2015 the litigant is not a shareholder of Fondul Proprietatea anymore.

Therefore, FTIML as the Fund Manager of Fondul Proprietatea is liable to observe the current Constitutive Act and the shareholders' resolutions in force, and consequently will continue to manage the Fund in accordance with these and with the Investment Management Agreement in force.

In June 2014, in another case started by the Fund against the shareholder mentioned above, the court confirmed the shareholder's circumstantiated abuse of procedural rights against the Fund. Also, there are several court decisions confirming the fact that this shareholder did not prove a legitimate interest to promote certain annulment actions, and in one of these cases the decision is final – the Bucharest Court of Appeal issued the final decision in November 2014. In other files in December 2014 and February 2015 the Bucharest Court of Appeal issued irrevocable decisions maintaining as legal and valid the shareholders' resolutions approved by shareholders in November 2012, April and November 2013, which were challenged initially in these files.

The outcome of the ongoing cases cannot be determined with certainty at this stage; however, the Fund Manager intends to defend the interests of the Fund and its shareholders in all these cases in accordance with the applicable laws.

2. Other contingencies of the Fund included the receivables from World Trade Center București SA as follows:

Title II, Article 4 of Government Emergency Ordinance 81/2007 stipulates the transfer from the Authority for State Assets Recovery to the Fund of receivables from World Trade Center București SA amounting to USD 68,814,198 (including the original principal and related interest and penalties) on 29 June 2007.

Until 30 September 2015, the Fund recovered from World Trade Center București SA, USD 510,131, EUR 148,701, RON 8,724,888. Given the uncertainties regarding the recoverability of the amounts due by World Trade Center București SA, the above amounts were recognised on receipt basis in the Fund's financial statements.

In August 2013, World Trade Center București SA filed a claim against the Fund asking to pay back the amounts received through the enforcement procedure during 2010 and 2011 (EUR 148,701, USD 10,131 and RON 8,829,663). The amounts recovered from the enforcement procedure were originally accounted for by the Fund as contributions of Ministry of Public Finance to the share capital of the Fund, decreasing the receivable related to the unpaid capital.

Consequently, these amounts are to be recovered by the Fund from the Ministry of Public Finance (being accounted for as a receivable over this shareholder of the Fund, for which an impairment adjustment was recorded), while the legal interest was recorded as an expense with provisions for litigations. The next hearing in front of Bucharest Court for this file was set for 11 December 2015.

Currently, World Trade Center București SA is the object of insolvency procedure, but the Fund is not a party in this file, while the Ministry of Public Finance is a party in accordance with article IV of Law no. 10/2015 "Beginning with the date when this law is in force the receivable mentioned at article 4 of Title II from Emergency Ordinance of the Government no. 81/2007 […] will be transferred from Fondul Proprietatea to Ministry of Public Finance together with additional interests".

(all amounts are in RON unless otherwise stated)

17. Related parties

(a) Key management

9 months ended
30 September 2015
9 months ended
30 September 2014
Remunerations
Members of the Board of Nominees 675,000 675,000

There were no loans to or other transactions between the Fund and the members of the Board of Nominees in the nine-month period ended 30 September 2015 or in the nine-month period ended 30 September 2014.

Franklin Templeton Investment Management Limited United Kingdom Bucharest Branch is both the Fund Manager and Sole Director of the Fund.

The transactions carried between the Fund and Fund Manager were the following:

9 months ended 9 months ended
Transactions 30 September 2015 30 September 2014
Investment management and administration fees 54,444,904 40,414,825
Rental expense 50,458 69,537
Operating cost 18,249 17,770
54,513,611 40,502,132

During the nine month period ended 30 September 2015, the Fund recorded also an amount of RON 1,543,212 representing expenses incurred by the Fund Manager on its behalf (nine-month period ended 30 September 2014: RON 1,587,948). These expenses were primarily related to promotional activities for the Fund (investor relations). The recharge of these expenses to the Fund followed the provisions of the Investment Management Agreement and was subject to Board of Nominees' approval.

As at 30 September 2015, the Fund owed an amount of RON 26,624,112 to the Fund Manager (31 December 2014: RON 17,189,421).

There are no other elements of compensation for key management.

(b) Subsidiaries

The Fund had the following subsidiaries, all of which are incorporated in Romania:

30 September 2015 31 December 2014
Ownership interest
Alcom SA 72% 72%
Comsig SA 70% 70%
Primcom SA 76% 69%
Zirom SA 100% 100%

On 13 February 2015, Primcom SA finalised the registration within the Romanian Central Depositary of its share capital decrease by RON 19,237 through the cancellation of 192,372 shares according with the resolution of the General Shareholders' Meeting held on 17 July 2014. The number of shares owned by Fondul Proprietatea in Primcom SA, respectively 1,427,188 shares did not change, but the holding percentage increased from 69% to 76%.

In August 2015, the Fund participated in the cash share capital increase of Zirom SA subscribing 99,162 new shares, at the nominal value of RON 10 per share (in total of RON 991,620).

(all amounts are in RON unless otherwise stated)

17. Related parties (continued)

(b) Subsidiaries (continued)

In January 2014, Primcom SA performed a capital return to its shareholders following the decrease of its share capital by reducing the nominal value of the shares from RON 2.5 per share to RON 0.1 per share.

The fair value of investments in subsidiaries is presented in the table below:

30 September 2015 31 December 2014
Alcom SA 10,409,423 4,399,976
Comsig SA 1,720,902 1,538,490
Primcom SA 17,697,131 12,345,176
Zirom SA 39,338,000 39,338,000
69,165,456 57,621,642

As at 30 September 2015, the Fund has no commitment or intention to provide financial or other support to its subsidiaries, including commitments or intentions to assist the subsidiaries in obtaining financial support. Also, no financial or other support was provided by the Fund during the reporting periods.

As at 30 September 2015 and 31 December 2014, there is no restriction on the ability of any of the subsidiaries to transfer funds to Fondul Proprietatea in any form of distributions.

During the nine-month period ended 30 September 2015, the Fund recorded and received a dividend of RON 104,524 from Alcom SA (nine-month period ended 30 September 2014: nil).

(c) Associates

As at 30 September 2015 and 31 December 2014, the Fund had three associates, all of them incorporated in Romania:

30 September 2015 31 December 2014
Ownership interest
OMV Petrom SA 19% 19%
Societatea Nationala a Sarii SA 49% 49%
Plafar SA 49% 49%

During the nine-month period ended 30 September 2015, the Fund recorded and collected from OMV Petrom SA a dividend of RON 120,496,860 (nine-month period ended 30 September 2014: RON 331,366,364) and from Societatea Nationala a Sarii SA a dividend of RON 10,234,109 (nine-month period ended 30 September 2014: RON 19,808,540).

18. Subsequent events

Decisions of 29 October 2015 GSM

The main decisions of the shareholders in the 29 October 2015 GSM were the following:

The approval of the seventh buy-back programme for a maximum number of shares computed so that all the outstanding treasury shares (acquired during this programme and/or previous ones) will not exceed 10% of the issued share capital at the relevant time, starting with the date when the share capital decrease regarding the cancellation of the shares repurchased within the fifth buy-back programme is effective, for a maximum period of 18 months as of the date when this shareholders' resolution is published in the Official Gazette of Romania. The buy-back shall be performed at a price that cannot be lower than RON 0.2 per share or higher than RON 2 per share. The transaction can only have as object fully paid shares, global depositary receipts or depositary interests corresponding to the shares of the Fund. The buy-back programme is aimed at the share capital decrease. This buy-back programme implementation will be subject to the availability of the necessary cash.

(all amounts are in RON unless otherwise stated)

18. Subsequent events (continued)

Decisions of 29 October 2015 GSM (continued)

  • The approval of the decrease of the subscribed share capital of the Fund from RON 10,074,080,745.90 to RON 9,869,265,720.90 pursuant to the cancellation of 227,572,250 own shares repurchased by the Fund during the fifth buy-back; the share capital decrease will be effective after the registration with the Trade Register;
  • The approval of the amendment of the Investment Policy Statement, with effective date 1 April 2016;
  • The authorisation of the sole administrator to execute any disposal acts over any holdings in the portfolio companies of the Fund, which either individually or cumulatively during 2015 or 2016 financial year, for each year separately, exceed 20% of the total value of the non-current assets, less receivables (up to 30% of the total value of the non-current assets, less receivables);
  • The approval of Alternative Investment Fund Managers Directive implementation plan, including (i) the amended Constitutive Act of the Fund, (ii) the termination of the mandate of FTIML as Fund Manager and Sole Director, (iii) the appointment of Franklin Templeton International Services S.À R.L as Fund Manager and Sole Director and (iv) the new Investment Management Agreement, all with effective date 1 April 2016;
  • The approval of Addendum 3 to the current Investment Management Agreement as recommended by FSA;
  • The approval of Addendum 4 to the current Investment Management Agreement containing the increase of the distribution fee;
  • The appointing of Deloitte Audit SRL as the financial auditor of the Fund for 2015 and the approval of the financial audit agreement;
  • The ratification and the approval of all GSM resolutions and of all legal acts concluded, adopted and issued in the name of Fondul Proprietatea through FTIML between 6 September 2010 and 28 October 2015;
  • The approval of the continuation of the current mandate of FTIML as Fund Manager and Sole Director of Fondul Proprietatea;
  • The approval of the 2016 budget of Fondul Proprietatea;
  • Approval of the increase of the gross monthly remuneration for each member of the Board of Nominees to RON 20,000 per month, starting with 1 November 2015.

Disposals

On 21 October 2015 the Fund sold an aggregate of 16,000,000 existing shares in SNGN Romgaz SA ("Romgaz SA"), equivalent of 4.15% of the existing share capital of Romgaz SA, or 41.51% of the Fund's holding in Romgaz SA (14,715,000 in the form of shares and 1,285,000 in the form of global depositary receipts) to qualified investors and certain other investors, not exceeding 150 natural or legal persons per Member State, other than qualified investors (all within the meaning of paragraphs (2)(a) and (2)(b) of Article 3 of the Prospectus Directive). The shares were priced at RON 28.50 and USD 7.32 (in relation to disposals via dollar-denominated global depositary receipts, based on an intraday foreign exchange rate of RON 3.8927 per USD).

In November 2015 the Fund sold its entire holding in Petrotel Lukoil SA, respectively 2,152,291 shares. The transfer of the ownership title over the shares sold was recorded by the Central Depositary on 2 November 2015.

Updates on the Credit Facility Agreement

In October 2015 the Fund repaid the RON 350 million previously drawn from the credit facility concluded with Citibank Europe Plc, Dublin - Romania Branch.

Franklin Templeton Investment Management Limited Bucharest Branch Premium Point 78 -80 Buzesti Street, 1st District Bucharest 011017 Romania

Fondul Proprietatea SA Premium Point (7th Floor) 78 -80 Buzesti Street, 1st District Bucharest 011017 Romania

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