To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report in compliance with Law no. 24/2017 on issuers of financial instruments and market operations and Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations

Important events to be reported:

Shareholders resolutions (full text) approved by the Ordinary General Meeting of Shareholders of Fondul Proprietatea S.A. on 4 September 2019

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Investment Manager of Fondul Proprietatea SA ("Fondul Proprietatea / Fund"), hereby publishes the Shareholders resolutions (full text) approved by the Ordinary General Meeting of Shareholders of Fondul Proprietatea S.A. on 4 September 2019.

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch acting as Investment Manager of FONDUL PROPRIETATEA S.A.

Johan MEYER Legal Representative Report date:

20 September 2019

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

Registered office: 78-80 Buzesti Street 7th floor, district 1, Bucharest, 011017 Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631 Email: [email protected] Internet: www.fondulproprietatea.ro Sole Registration Code with the Trade Register Office: 18253260 Order number in the Trade Register: J40/21901/2005 Subscribed share capital: RON 4,733,020,898.32 Paid-up share capital: RON 4,543,838,476.32 Number of shares in issue: 9,101,963,266 Number of paid shares: 8,738,150,916 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange

___________________________________________________________________________________________________________________________________________________________________ FONDUL PROPRIETATEA S.A., an alternative investment fund • Headquarters at: 78-80 Buzesti Street, 7th floor, Bucharest 1st district, postal code 011017, Romania. • Fiscal Identification Code (CIF): 18253260, registered with the Trade Registry under no: J40/21901/2005 • Subscribed share capital RON 4,733,020,898.32, Paid-up Share Capital: RON 4,543,838,476.32 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: [email protected]; Internet: www.fondulproprietatea.ro

Resolution no. 7 / 4 September 2019 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260

Today, 4 September 2019, 12:00 o'clock (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, 010065, Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of Franklin Templeton International Services S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager under article 5 of the Luxembourg law of 12 July 2013 on alternative investment fund managers, authorized by the Commission de Surveillance du Secteur Financier under no. A00000154/21 November 2013, whose registered office is located at 8a, rue Albert Borschette, L-1246 Luxembourg, registered with the Luxembourg register of commerce and companies under number B36.979, registered with the Romanian Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March 2016, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 1 July 2019, in the Official Gazette of Romania, Part IV, number 2670 of 1 July 2019 and in "Adevărul" newspaper number 8158 of 1 July 2019;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations (Regulation no. 5/2018);
The Financial Supervisory Authority's request no. 5971 dated 11 September 2019, according to which: "For the candidate Vivian Nicoli there were expressed a number of 3,130,036,135 votes "for", and for the candidate Florian Munteanu there were expressed a number of 749,614,606 votes "for".(…) In these conditions, in our opinion regarding the resolution at point 1(a), the candidate chosen by the company's shareholders is the candidate who obtained the majority requested by the law, respective the one who received the most expressed votes "for", respective Mrs. Vivian Nicoli",

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

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

I. The appointment of Mrs. Vivian Nicoli as member of the Board of Nominees following the expiration of the mandate of Mr. Sorin Mihai Mîndruțescu on 29 September 2019; the mandate of Mrs. Vivian Nicoli is valid for a period of three (3) years and shall produce its effects starting with the said date onwards, subject to the acceptance of the mandate by her.

This item is adopted by secret vote with 3,130,036,135 votes, representing 84.53% of the validly casted votes, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990. The casted votes were recorded as follows: 3,130,036,135 votes "for" and 572,655,167 votes "against". There were also registered: 11,201,363 abstains, 3,228,086 annulled votes and 168,480,784 votes "not given".

II. In accordance with Article 176 paragraph (1) of Regulation no. 5/2018, the approval of 25 September 2019 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018, and 26 September 2019 as the Registration Date, computed in accordance with the provisions of Article 86 paragraph (1) of Issuers' Law.

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

This item is adopted with 3,885,601,535 votes, representing 100% of the validly casted votes, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990. The casted votes were recorded as follows: 3,885,601,535 votes "for", there were no votes "against", neither abstains, and there was only one "not given" vote.

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

This decision is drafted and signed on behalf of the shareholders today, 12 September 2019, in 3 original excerpts by:

Johan MEYER Chairman

________________________

_______________________ Silviu MOLAN Meeting secretary

Valeria NISTOR Technical secretary

_______________________

Resolution no. 8 / 4 September 2019 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 1 July 2019, in the Official Gazette of Romania, Part IV, number 2670 of 1 July 2019 and in "Adevărul" newspaper number 8158 of 1 July 2019;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations (Regulation no. 5/2018),

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

IV. The appointment of Mr. Mark Henry Gitenstein as member of the Board of Nominees following the expiration of the mandate of Mr. Mark Henry Gitenstein on 29 September 2019; the mandate of Mr. Mark Henry Gitenstein is valid for a period of three (3) years and shall produce its effects starting with the said date onwards, subject to the acceptance of the mandate by him.

This item is adopted by secret vote with 3,703,358,784 votes, representing 97.64% of the validly casted votes, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990. The casted votes were recorded as follows: 3,703,358,784 votes "for" and 89,214,380 votes "against". There were also registered: 92,903,386 abstains and 124,986 votes "not given".

V. In accordance with Article 176 paragraph (1) of Regulation no. 5/2018, the approval of 25 September 2019 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018, and 26 September 2019 as the Registration Date, computed in accordance with the provisions of Article 86 paragraph (1) of Issuers' Law.

___________________________________________________________________________________________________________________________________________________________________

FONDUL PROPRIETATEA S.A., an alternative investment fund • Headquarters at: 78-80 Buzesti Street, 7th floor, Bucharest 1st district, postal code 011017, Romania. • Fiscal Identification Code (CIF): 18253260, registered with the Trade Registry under no: J40/21901/2005 • Subscribed share capital RON 4,733,020,898.32, Paid-up Share Capital: RON 4,543,838,476.32 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: [email protected]; Internet: www.fondulproprietatea.ro

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

This decision is drafted and signed on behalf of the shareholders today, 12 September 2019, in 3 original excerpts by:

Johan MEYER Chairman

________________________

_______________________ Silviu MOLAN Meeting secretary

_______________________ Valeria NISTOR Technical secretary

___________________________________________________________________________________________________________________________________________________________________

Resolution no. 9 / 4 September 2019 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Headquarters: 78-80 Buzești Street, 7th floor, sector 1, Bucharest, Romania, Registered with the Trade Registry under number J40/21901/2005, fiscal registration code 18253260

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 1 July 2019, in the Official Gazette of Romania, Part IV, number 2670 of 1 July 2019 and in "Adevărul" newspaper number 8158 of 1 July 2019;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
The provisions of Article 21 of CNVM Regulation no. 4/2010 on the registration with CNVM and the operation of the company "Fondul Proprietatea" S.A., as well as on trading the shares issued by this company;
The provisions of Emergency Government Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies, as well as for the amendment and supplementation of Law no. 297/2004;
The provisions of Regulation of the Financial Supervisory Authority no. 4/2013 regarding depositary receipts;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations (Regulation no. 5/2018),

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

VII. The appointment of Deloitte Audit S.R.L. with its headquarters in Bucharest, 1st District, 84-98 and 100-102 Calea Grivitei street, The Mark Building, 8th and 9th floors, registered with the Trade Registry under no. J40/6775/1995, Sole Registration Number RO7756924, as the financial auditor of Fondul Proprietatea S.A., setting the duration of the financial audit agreement for the period starting with the date of approval of this decision and 31 August 2021; and setting the scope of work of the financial audit agreement: audit of the financial statements of Fondul Proprietatea SA for 2020 financial year, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, including Deloitte UK financial statements review, and setting the level of its remuneration for the financial audit services described above at a maximum level (without VAT) of EUR 78,500 + GBP 9,800 for auditing the said 2020 financial statements.

This item is adopted by secret vote with 3,804,458,562 votes, representing 97.91% of the validly casted votes, in accordance with Article 14 (1), second paragraph of the Constitutive Act corroborated with Article 112 (1), second paragraph of Companies' Law no. 31/1990. The casted votes were recorded as follows: 3,804,458,562 votes "for" and 81,142,973 votes "against". There were no abstains registered and there was only one "not given" vote.

________________________________________________________________________________________________________

VIII. In accordance with Article 176 paragraph (1) of Regulation no. 5/2018, the approval of 25 September 2019 as the Ex – Date, computed in accordance with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018, and 26 September 2019 as the Registration Date, computed in accordance with the provisions of Article 86 paragraph (1) of Issuers' Law.

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

This decision is drafted and signed on behalf of the shareholders today, 12 September 2019, in 3 original excerpts, by:

________________________ Johan MEYER Chairman

Silviu MOLAN Meeting secretary

_______________________

_______________________ Valeria NISTOR Technical secretary

AI Terminal

Fondul Proprietatea

2288_dva_2019-09-20_7ea3b2e0-f0e4-4285-8c98-57765b06f4b1.pdf

To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Important events to be reported:

Resolution no. 7 / 4 September 2019 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Resolution no. 8 / 4 September 2019 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Resolution no. 9 / 4 September 2019 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

________________________________________________________________________________________________________

More from Fondul Proprietatea

Talk to a Data Expert