To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

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

__________________________________________________________________________________________________

Important events to be reported:

Shareholders' resolutions (full text) approved by the Extraordinary and Ordinary General Shareholders' Meetings of Fondul Proprietatea SA held on 15 November 2022

Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea / the Company / the Fund"), hereby publishes the Shareholders resolutions (full text) approved by the Extraordinary and Ordinary General Meetings of Shareholders of Fondul Proprietatea on 15 November 2022.

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

Johan MEYER Permanent Representative

Report date: 16 November 2022

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

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

Phone/fax number: Tel.: + 40 21 200 96 00 Fax: +40 31 630 00 48

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 and paid-up share capital: RON 3,233,269,110.76

Number of shares in issue and paid-up: 6,217,825,213

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

GDRs on London Stock Exchange

Resolution no. 2 / 15 November 2022 of the Shareholders' Extraordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Today, 15 November 2022, 1:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at its first summoning, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, 010065, Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer, in his capacity of permanent representative of Franklin Templeton International Services S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager under article 5 of the Luxembourg law of 12 July 2013 on alternative investment fund managers, authorized by the Commission de Surveillance du Secteur Financier under no. A00000154/21 November 2013, whose registered office is located at 8a, rue Albert Borschette, L-1246 Luxembourg, registered with the Luxembourg register of commerce and companies under number B36.979, registered with the Romanian Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March 2016, in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. ("Sole Director").

Whereas:

The convening notice of the EGM was published on the Fund's website (www.fondulproprietatea.ro) on 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022 ;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

it is necessary to have a number of shareholders holding 25% of the total voting shares in order to meet the quorum conditions, in the present EGM, manifesting their vote 111 shareholders, which represents a number of 3,404,483,769 voting rights (i.e. 59.4516% of the total voting rights at the reference date 17 October 2022, i.e. 5,726,480,131; i.e. 53.0938% of the total number of shares in issue at the reference date 17 October 2022, i.e. 6,412,196,967),

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

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

I. The approval of the authorization of the Sole Director to buy-back shares of Fondul Proprietatea, global depositary receipts or depositary interests corresponding to shares of Fondul Proprietatea, via trading on the regular market on which the shares, the global depositary receipts or the depositary interests corresponding to the shares of Fondul Proprietatea are listed, or bought through public tender offers, in compliance with the applicable law, for a maximum number of 3,500,000,000 treasury shares (being in the form of shares and/or shares equivalent as described above), starting with 1 January 2023, until 31 December 2023. The buy-back shall be performed at a price that cannot be lower than RON 0.2 / share or higher than RON 3 / share. In case of acquisitions of global depositary receipts or depositary interests corresponding to shares of Fondul Proprietatea, the calculation of number of shares in relation to the aforementioned thresholds shall be based on the number of Fondul Proprietatea shares underlying such instruments and their minimum and maximum acquisition price in the currency equivalent (at the relevant official exchange rate published by the National Bank of Romania valid for the date on which the instruments are purchased) shall be within the price limits applicable to the share buy-backs above-mentioned, and shall be calculated based on the number of shares represented by each global depositary receipt or depositary interest. The transaction can only have as object fully paid shares, global depositary receipts or depositary interests corresponding to these shares. The said buyback programme is aimed at the share capital decrease of Fondul Proprietatea in accordance with Article 207 paragraph (1) letter (c) of Companies' Law no. 31/1990. This buy-back programme implementation will be done exclusively from the own sources.

This item is adopted with 2,339,210,671 votes, representing 68.6856% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

2,339,210,671 votes "for";
623,255,486 votes "against";
442,540,216 abstentions;
674,348 votes "not given";
no votes annulled.
II. The approval of:
- (a) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

The date of 9 December 2022 as the Registration Date, in accordance with Article 176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of Article 87 paragraph (1) of Issuers' Law.

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

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

This item is adopted with 3,405,029,908 votes, representing 99.9809% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

3,405,029,908 votes "for";
131,000 votes "against";
518,293 abstentions;
1,520 votes "not given";
no votes annulled.

This EGM Resolution no. 2 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

________________________

_______________________

Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

Mr. Radu ROPOTĂ Technical secretary

Resolution no. 3 / 15 November 2022 of the Shareholders' Extraordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Whereas:

The convening notice of the EGM was published on the Fund's website (www.fondulproprietatea.ro) on 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

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

I. Approval of the sale of shares held by the Company in the share capital of SPEEH Hidroelectrica S.A. ("Hidroelectrica") representing up to 19.94% of the total shares issued by Hidroelectrica, through a secondary public offering having as object the shares issued by Hidroelectrica, followed by the listing of such shares for trading (the "Listing") only on the Bucharest Stock Exchange.

The amounts resulting from the partial or entire sale of the package of shares during the secondary public offering shall be distributed to Company's shareholders as special dividend within 3 months of the collection of that amount by the Company. (Item added on the agenda at the request of the shareholder Ministry of Finance)

This item is adopted with 2,479,970,833 votes, representing 72.8187% of the total votes held by the present or represented shareholders, in accordance with Article 14 (3) letter (a), second paragraph of the Constitutive Act corroborated with Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

2,479,970,833 votes "for";
922,176,729 votes "against";
3,285,778 abstentions;

95,468 votes "not given";
151,913 votes annulled.
II. The approval of:
- (c) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

__________________________________________________________________________________________________

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

The votes were recorded as follows:

3,405,029,908 votes "for";
131,000 votes "against";
518,293 abstentions;
1,520 votes "not given";
no votes annulled.

________________________

_______________________

This EGM Resolution no. 3 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

__________________________________________________________________________________________________

Mr. Radu ROPOTĂ Technical secretary

_______________________

Resolution no. 9 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Today, 15 November 2022, 2:00 PM (Romanian time), the shareholders of Fondul Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first summoning, at "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 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

it is necessary to have a number of shareholders holding 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 118 shareholders, which represents a number of 3,405,680,721 voting rights (i.e. 59.4725 % of the total voting rights at the reference date 17 October 2022, i.e. 5,726,480,131; i.e. 53.1125% of the total number of shares in issue at the reference date 17 October 2022, i.e. 6,412,196,967),

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 approval of 2023 budget of Fondul Proprietatea, in accordance with the supporting materials.

This item is adopted with 2,830,844,659 votes, representing 83.1213% of the total votes held by the present or represented shareholders, 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 votes were recorded as follows:

2,830,844,659 votes "for";
540,260,450 votes "against";
34,512,317 abstentions;
45,295 votes "not given";
586,306 votes annulled.
II. The approval of:
- (a) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

__________________________________________________________________________________________________

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 the date of the guaranteed participation and the payment date.

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

This item is adopted with 3,405,514,105 votes, representing 99.9951% of the total votes held by the present or represented shareholders, 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 votes were recorded as follows:

3,405,514,105 votes "for";
165,096 votes "against";
no abstentions;
1,520 votes "not given";
568,306 votes annulled.

This OGM Resolution no.9 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

________________________

_______________________

Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

_______________________ Mr. Radu ROPOTĂ Technical secretary

Resolution no. 10 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

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

I. The approval of the amendment of the Management Agreement in force starting with 1 April 2022 between Fondul Proprietatea and Franklin Templeton International Services S.à r.l. as requested by the Financial Supervisory Authority ("FSA"), in terms of Chapter 10. FUND MANAGER REMUNERATION AND EXPENSES, in accordance with the supporting materials. Mrs. Ilinca von Derenthall, the Chairperson of the Board of Nominees is empowered (with authority to be substituted by another member of the Board of Nominees) to perform/sign any necessary, useful and/or opportune legal acts and deeds regarding the amendment of the mentioned Management Agreement for and on behalf of Fondul Proprietatea.

This item is adopted with 3,374,660,218 votes, representing 99.0892% of the total votes held by the present or represented shareholders, 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 votes were recorded as follows:

3,374,660,218 votes "for";
2,737,152 votes "against";
28,231,831 abstentions;
51,520 votes "not given";
568,306 votes annulled.

II. The approval of:

(c) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

(d) 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.

The votes were recorded as follows:

3,405,514,105 votes "for";
165,096 votes "against";
no abstentions;
1,520 votes "not given";
568,306 votes annulled.

This OGM Resolution no. 10 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

________________________

_______________________ Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

Mr. Radu ROPOTĂ Technical secretary

_______________________

Annex – ADDENDUM No. 1 to the Management Agreement by and between Fondul Proprietatea S.A. and Franklin Templeton International Services S.À R.L. as described in the supporting materials and in the Shareholders' Ordinary General Meeting of Fondul Proprietatea S.A. of 15 November 2022

ADDENDUM no. 1

TO THE MANAGEMENT AGREEMENT DATED 6 January 2022

made on _____________ 2022

BETWEEN:

FRANKLIN TEMPLETON INTERNATIONAL SERVICES S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager ("AIFM") 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 and which is registered with the Luxembourg Registre de Commerce et des Sociétés under number B 36.979 and in the Register kept by the Romanian Financial Supervisory Authority under no. PJM07.1AFIASMDLUX0037/10 March 2016 (the "Fund Manager");

and

FONDUL PROPRIETATEA S.A. headquartered at 76 – 80 Buzesti St., 7th floor, 1st District, Bucharest municipality, Romania which is registered with the Bucharest Trade registry under no. J40/21901/2005, tax identification number (CIF) 18253260 and registered with the public registry of the Financial Supervisory Authority as alternative investment fund closed-end type, addressed to retail investors, under register number PJR09FIAIR / 400018 (the "Customer"/ the "Fund"/ "FP");

WHEREAS:

(A) As at the date of this Addendum, the Customer is managed on the basis of the terms and conditions of the Management Agreement dated 6 January 2022 (the "Management Agreement"), by the Fund Manager acting as Sole Manager and AIFM of FP;
(B) the Financial Supervisory Authority (the "FSA") requested the Fund to amend the Management Agreement to be in line with the provisions of the FSA Regulation no. 7/2020, more exactly to eliminate letters (p) and (q) of Article 10.3 of the Management Agreement,

To comply with the FSA requirements, the Fund Manager and the Fund have decided the amendment Management Agreement as follows:

ARTICLE 1. AMENDMENT OF THE CLAUSE 10.3

Clause 10.3 of the Management Agreement is amended in order to eliminate the type of expenses covered under letters (p) and (q) and shall be read as follows:

__________________________________________________________________________________________________

10.3. The Customer shall bear, or shall reimburse the Fund Manager, where the Fund Manager has incurred them in advance, the following expenses:

(a) expenses related to the payment of fees owed to the Depositary;
(b) expenses related to intermediaries including expenses related to the financial advisory services in connection with the issue, purchase, sale or transfer of listed and unlisted securities or financial instruments,
(c) expenses related to taxes and fees owed to the FSA or other public authorities, according to applicable legislation, as well as expenses or charges imposed to the Customer by any tax authority related to the expenses in this clause or otherwise applicable to the running of the business of the Customer;
(d) expenses related to the financial audit performed on the Customer and any other audits or valuations required by the legislation in force applicable to the Customer (for clarity, these expenses relate to the fair value measurement of the Fund's portfolio for the purpose of IFRS accounting and financial statements preparation and of NAV calculation).
(e) expenses related to the admission to trading of the financial instruments issued by the Customer, and any subsequent issues or offerings; expenses with intermediaries and professional advisors in relation to arranging and maintaining the listing;
(f) expenses related to investor relations and public relations in the interest of the Customer;
(g) expenses related to ongoing reporting and disclosure obligations according to legislation in force;
(h) expenses related to the organising of any GSM and communications with the shareholders and to the payment of fees for registrar services and services related to distributions to shareholders;
(i) expenses related to the payment of taxes and fees owed to the Bucharest Stock Exchange, London Stock Exchange and any other exchange on which the financial instruments of the Customer or global depositary receipts or depositary interests corresponding to shares of the Customer shall be admitted to trading;
(j) expenses related to the registration with the Trade Registry or documents issued by the Trade Registry;
(k) expenses related to the payment of fees owed to the banks for banking services performed for the Customer;
(l) expenses related to appointing legal advisers and other advisors to act on behalf of the Customer;
(m) expenses related to contracts with external service providers existing as of execution of this Management Agreement until the expiry or termination of the contract;
(n) expenses related to remuneration, transport and accommodation of the members of the BoN (in relation to their services and attendance at meetings, in accordance with the Constitutive Act, the mandate agreements and any applicable internal regulations) and for independent persons (not employees of the Fund Manager) acting as representatives of the Customer on the corporate bodies of companies in the Portfolio, where appropriate;
(o) expenses relating to printing costs for the Customer's documentation.

ARTICLE 2 – All other provisions of the Management Agreement remain unchanged.

SIGNATORIES

This Addendum will be signed in the English and Romanian language, and executed in 3 originals, one for the Fund Manager and two for the Customer.

This Addendum is executed as of the date mentioned on its cover page:

by FONDUL PROPRIETATEA SA as duly represented by:

Name: […] Position: Chairperson of the Board of Nominees Execution date:_____________ 2022

______________________________

on the one part;

and by FRANKLIN TEMPLETON INTERNATIONAL SERVICES S.À R.L. as represented by:

Name:_________________________ Position: Conducting Officer Execution date: __________________2022

______________________________

and

Name:_________________________ Position: Conducting Officer Execution date: __________________2022 on the other part.

Resolution no. 11 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

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

I. At the proposal of the Board of Nominees of Fondul Proprietatea:
- (a) The approval of the increase of the gross monthly remuneration for each member of the Board of Nominees by ten (10) per cent, from RON 24,123 to RON 26,535.30, with effect from 16 November 2022 (the "Base Monthly Remuneration").
- (b) The approval of an additional fixed gross monthly remuneration for the Chairperson of the Board of Nominees and for the Chairpersons of the Audit and Valuation Committee and of the Nomination and Remuneration Committee, with effect from 16 November 2022, as follows:
  - (i) an additional fixed gross monthly remuneration of fifteen (15) per cent of the Base Monthly Remuneration, for the Chairperson of the Board of Nominees; and
  - (ii) an additional fixed gross monthly remuneration of ten (10) per cent of the Base Monthly Remuneration, for the Chairperson of the Audit and Valuation Committee and for the Chairperson of the Nomination and Remuneration Committee.

The additional fixed gross monthly remuneration for the Chairperson of the Board of Nominees and for the Chairpersons of the Audit and Valuation Committee and of the

Nomination and Remuneration Committee shall be paid pro-rata for the period during which the member of the Board of Nominees holds the relevant position(s).

(c) The approval of an increased notice period in case of withdrawal from the position of member of the Board of Nominees, from the current fifteen (15) working days in advance to three (3) months in advance, applicable to each member of the Board of Nominees. Notwithstanding the foregoing, a shorter notice period may be accepted on a case by case basis where such is expressly required by the applicable law or by any relevant authority.
(d) The approval of the amendment of the Remuneration Policy of Fondul Proprietatea, as described in the supporting documentation, to reflect the changes contemplated by the items (a), (b), and (c) above.
(e) The approval of the amended template mandate agreement of the members of the Board of Nominees of Fondul Proprietatea to reflect the changes contemplated by the items (a), (b), and (c) above, in accordance with the supporting documentation. Mr. Johan Meyer is empowered to fulfil any legal acts or actions useful and / or appropriate with respect to this item on the agenda, including, signing any related documents such as addenda to the mandate agreement for the implementation of this item.

This item is adopted with 1,934,087,153 votes, representing 56.7900% of the total votes held by the present or represented shareholders, 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 votes were recorded as follows:

1,934,087,153 votes "for";
1,439,273,510 votes "against";
32,268,365 abstentions;
51,693 votes "not given";
568,306 votes annulled.
II. The approval of:
- (e) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

(f) 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.

The votes were recorded as follows:

3,405,514,105 votes "for";
165,096 votes "against";
no abstentions;
1,520 votes "not given";
568,306 votes annulled.

This OGM Resolution no. 11 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

________________________

_______________________ Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

_______________________ Mr. Radu ROPOTĂ Technical secretary

Annex to Ordinary General Shareholders Meeting Resolution no. 11 / 15 November 2022

THE REMUNERATION POLICY OF FONDUL PROPRIETATEA SA

Effective starting with 16 November 2022

Chapter I. Preamble

The Remuneration Policy ("the Policy") of Fondul Proprietatea SA, a joint-stock company incorporated under the laws of Romania, qualifying as an alternative investment fund under Law no. 74/2015 on alternative investment fund managers, Law no. 243/2019 on alternative investment funds, amending and supplementing certain normative acts and as an issuer under Law no. 24/2017 on issuers of financial instruments and market operations (the "Issuers Law"), an entity supervised by the Financial Supervisory Authority ("FSA"), has been adopted by the Board of Nominees of Fondul Proprietatea SA ("Fondul Proprietatea / the Fund") and will be presented for approval to the General Meeting of Shareholders, in accordance with the Issuers Law.

Given that (i) Fondul Proprietatea is managed by Franklin International Services S.à r.l., as Sole Director and Alternative Investment Fund Manager (the "Fund Manager"), (ii) the key commercial elements for the management agreement to be executed between the Fund and the Fund Manager have been approved by the General Meeting of Shareholders of the Fund on 29 September 2021, being in force starting with 1 April 2022, for a period of 2 years, (iii) the Management Agreement approved by the General Meeting of Shareholders of the Fund on 15 December 2021 (the "Management Agreement¹"), (iv) Fondul Proprietatea does not have its own staff, (v) the Fund Manager has its own remuneration policy ("Fund Manager Remuneration Policy") in accordance with Directive 2011/61/EU on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010 ("AIFMD"), this Policy mainly reflects the understandings already in place with the Fund Manager, in accordance with the Management Agreement.

The Policy contributes to the Fund's business strategy and long-term interests and sustainability. This is consistent with and promotes sound and effective risk management and does not encourage risk-taking which is inconsistent with the risk profiles, rules or the constitutive act of the Fund.

The intention is that this Policy to be valid until the expiration of the mandate of the current Fund Manager, unless significant events occur (i.e., change of remunerations' level), case in which an updated Policy will be presented for approval to the General Meeting of Shareholders.

Chapter II. Purpose

The purpose of this Policy is to set forth the corporate governance principles with regards the remuneration of the (i) Fund Manager and of the (ii) Board of Nominees members, as stipulated under the Issuers Law, the Corporate Governance Code issued by the Bucharest Stock Exchange, as revised on 5 March 2021.

¹ The Management Agreement is available on the Fund's website at:

https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/corporategovernance/Management%20Agreement.pdf

Chapter III. General criteria

In order to promote the development of the corporate governance subject to the application of the best practices and achievement of a prudent management, while also considering that the representatives of the Fund Manager are remunerated in accordance with the Fund Manager Remuneration Policy and AIFMD, the Fund should follow certain requirements underlying the application of corporate governance principles with respect to the remuneration of executive management/senior management, as follows:

a) The remuneration policy shall be analyzed and set by the Board of Nominees so that it corresponds to the business strategy, objectives and long-term interests of the Fund and that it covers measures for the prevention of conflicts of interest;
b) The Board of Nominees shall ensure that all commitments to remuneration are properly and responsibly structured and that the remuneration policies allow and promote an efficient risk management without leading to a risk-taking which may exceed the level of the regulated entity's risk tolerance;
c) The level of the remuneration shall be established in close connection with the responsibilities and commitments of the duties;
d) The existence of the procedure for the recruitment and selection of the Fund Manager and of its permanent representative, appointed in accordance with article 153¹³ of Companies' Law no. 31/1990, and of the members of the Board of Nominees, as well as for the renewal of the existing mandates.

Taking into consideration that the Fund Manager has its own remuneration policy, the Board of Nominees acknowledges that the Fund Manager Remuneration Policy reflects sound remuneration principles, aligning the personal objectives of its staff with the long-term interest of the Fund Manager and Fondul Proprietatea SA.

Chapter IV. Governance and decision-making process

In order to comply with the legal provisions in force with respect to corporate governance principles, Fondul Proprietatea shall pay the remuneration to the Fund Manager and to the members of the Board of Nominees in accordance with a remuneration policy that has been approved by the ordinary general meeting of shareholders, but also complying with the Management Agreement. The Policy is submitted to a vote by the general meeting at every material change and, in any case, at least every four years.

In case the ordinary general meeting of the Fund's shareholders does not approve the proposed new policy, the Fund shall continue to pay remuneration in accordance with the existing approved policy and shall submit a revised policy for approval at the following ordinary general meeting of shareholders.

The revised policy will also include (i) a description of all significant policy's amendments and how shareholders' votes and views on remuneration policy are taken into account, and (ii) a report since the last vote of the general meeting of shareholders on the remuneration policy.

In terms of decision-making process, the following corporate bodies are involved within the drafting, submission for approval, approval and implementation of the Policy.

The Ordinary General Meeting of Shareholders

Approves the Policy and any amendment thereto;
Reviews the Performance Report, as defined below, prepared by the Fund Manager, as well as the review report of the Board of Nominees, in accordance with the Management Agreement;
Approves the remuneration of the Fund Manager and of the Board of Nominees' members.

The Fund Manager

• Submits to the Board of Nominees a report on activities and performance of the Fund Manager in the relevant period, in accordance with the Management Agreement (the "Performance Report").

The Board of Nominees

Drafts the Policy and any related remuneration document (based on the recommendations of the Nomination and Remuneration Committee);
Prepares and submit for the information of shareholders at the Annual GSM a review of the Performance Report, evaluating the performance of the Fund Manager, in accordance with the Management Agreement;
Oversees and assesses the performance of the duties by the Fund Manager, in accordance with the Management Agreement and constitutive act of the Fund.

The Nomination and Remuneration Committee

A Nomination and Remuneration Committee composed of members of the Board of Nominees was established to help the governing bodies of the Fund in the area of nomination and changes in remuneration, to take well-grounded decisions based on adequate and thorough analysis.

The Nomination and Remuneration Committee:

Prepares recommendations to the Board of Nominees, regarding the remuneration of the Fund Manager and of the Board of Nominees' members;
Provides its support and advice to the Board of Nominees on the design of the Fund's overall remuneration policy;
Reviews the appointment of external remuneration consultants that the Board of Nominees may decide to engage for advice or support;
Supports the Board of Nominees in overseeing the remuneration system's design and operation;
Devotes specific attention to the assessment of the mechanisms adopted to ensure that the overall remuneration policy is consistent with the business strategy, objectives, values and interests of the Fund and the investors of Fondul Proprietatea.

Chapter V – Remuneration of the Fund Manager and of the Board of Nominees

A. The remuneration of the Fund Manager

1. Corporate Governance principles setting the remuneration of the Fund Manager

The remuneration of the Fund Manager of Fondul Proprietatea is part of the Management Agreement negotiated with the Fund Manager and approved by shareholders.

The current remuneration of the Fund Manager is guided by the Management Agreement signed between Fondul Proprietatea and the Fund Manager.

2. The description of the Fund Manager's remuneration

The remuneration due to the Fund Manager is calculated in RON and invoiced and paid in Euro by Fondul Proprietatea in compliance with the following: the amount calculated in RON will be converted into Euro using the official exchange rate for RON to Euro published by National Bank of Romania in the last banking day of the period invoiced.

The remuneration is calculated as (i) a Base remuneration, and (ii) a Distribution remuneration, in each case as set out below and in respect of each Calculation Period.

2.1 Base Remuneration

A base remuneration (the "Base Remuneration") shall be calculated as follows:

Base Remuneration Rate multiplied by the notional amount, multiplied by the number of calendar days during the applicable Calculation Period divided by 365,

where:

the "Base Remuneration Rate" = 45 basis points per year;

1 basis point = 0.0001; and

the "notional amount" is the market capitalization of Fondul Proprietatea, which is defined as:

(a) the number of Fondul Proprietatea's paid shares considered on daily basis, minus
(b) the weighted average over the applicable Calculation Period of the number of Fondul Proprietatea's settled own shares together with the number of Fondul Proprietatea's equivalent ordinary shares represented by Global Depositary Receipts ("FP GDRs"), in each case where those shares or FP GDRs are held by Fondul Proprietatea as treasury shares,
(c) then multiplying the resulting number by the weighted average market price of Fondul Proprietatea's shares calculated for the applicable Calculation Period.

The "weighted average market price" shall be computed based on the daily average market prices of Fondul Proprietatea's shares and corresponding daily volumes, as published by Bucharest Stock Exchange REGS section.

If the number of shares relevant for the computation of the Base Remuneration described above in (a) and (b) changes over the Calculation Period, the Base Remuneration will be an aggregation of the computations for each sub-period.

"Sub-period" is defined as the number of days between two trading dates. The calculation in each subperiod starts on the settlement date of the first transaction (or the beginning of the mandate) and shall end on the date prior to the settlement date of the next transaction (or the end of the mandate).

As the Base Remuneration (including any additional remuneration determined under the previous two paragraphs) is computed using the number of days in a calendar year (365 days), the Base Remuneration Rate used for non-trading days will be the rate applied for the prior trading day.

2.2 Variable remuneration - Distribution Remuneration

It is recognized that distributions beneficial to shareholders would reduce the notional amount upon which the Base Fee is calculated. To reward the Fund Manager for arranging such distributions, a variable remuneration shall be calculated as follows (an amount so calculated in respect of a particular period, a "Distribution Fee"):

(a) 250 basis points applied to the value of distributions taking place between 1 April 2022 and 31 March 2023;
(b) 175 basis points applied to the value of distributions taking place between 1 April 2023 and 31 March 2024.

"Distributions" mean:

(i) Repurchases of Fund shares;

(ii) Repurchases of Fund GDRs and/or Depositary Interests ("DI");
(iii) Dividends; and
(iiv) Returns of share capital.

The calculation of the Distribution Fee shall be made when such distributions become available to shareholders. In case of a repurchase of own shares or of FP GDRs, the calculation of the Distribution Fee shall be made at the date when the own shares repurchase transactions or FP GDRs transactions are settled (i.e. settlement date).

For FP GDRs transactions, the Distribution Fee will be computed taken into account the official exchange rate published by the National Bank of Romania for the date of settlement of FP GDRs transactions.

Any failure on the part of any shareholder to collect, or to take the necessary steps to facilitate the receipt of the distributions made available will not result in any adjustment of the calculation of the Distribution Fee due to the Fund Manager.

2.3 Remuneration of the staff

Fondul Proprietatea does not have own staff, all the necessary services being provided by the Fund Manager, through its own staff and contractors.

The remuneration of the Fund Manager's staff is detailed under the Fund Manager Remuneration Policy.

While a summary of the Fund Manager Remuneration Policy is available at https://franklintempletonprod.widen.net/s/9dcc5zrspl/ftis-remuneration\_statement\_final , the Board of Nominees acknowledges that the key principles of the Fund Manager Remuneration Policy are adequate, as follows:

__________________________________________________________________________________________________

(i) alignment of the personal objectives of the staff with the long-term interest of the Fund Manager and of Fondul Proprietatea;
(ii) aiming at mitigating incentives practices which could encourage employees to take unnecessary risks;
(iii) remuneration shared between fixed and variable components, with fixed salaries set as a sufficiently high proportion of the total remuneration so that the Fund Manager is able to operate a fully flexible bonus policy, including the possibility to pay no bonus.

2.4 Payments

2.4.1. Fund Manager

(a) The Base remuneration shall be paid by Fondul Proprietatea quarterly, based on the invoices to be issued by the Fund Manager within twenty (20) business days following the end of the quarter for which payment is to be made.
(b) The Distribution remuneration shall be paid by Fondul Proprietatea quarterly, based on the invoices to be issued by the Fund Manager within twenty (20) business days following the end of the quarter for which the Distribution remuneration was calculated.
(c) The invoices for the Base remuneration and the Distribution remuneration shall be submitted to the Depositary.
(d) The Fund Manager shall provide to the Board of Nominees quarterly and on an annual basis and upon any reasonable request of the Board of Nominees a detailed report regarding the remunerations collected under the Management Agreement, in the form reasonably required by the Board of Nominees.
(e) The payment of the remuneration shall be done within thirty (30) business days of the receipt of the applicable invoice.

2.4.2. Fund Manager's staff

The remuneration of the Fund Manager's staff is approved by the Compensation Committee of Franklin Resources Inc., the ultimate parent company, in accordance with the Fund Manager Remuneration Policy.

The FRI Compensation Committee is composed of three non-executive members of the Board of Directors of Franklin Resources Inc. who are independent under applicable corporate governance standards of the New York Stock Exchange.

The FRI Compensation Committee meets at least once a quarter and periodically reviews the general principles of the FRI remuneration policy. Each year the FRI Compensation Committee sets the annual incentive compensation plan (AIP) pool by considering in particular factors such as FRI's pre-bonus operating income, the overall company performance (actual and projected) as well as investment performance, profitability growth and the overall market environment.

__________________________________________________________________________________________________

The Fund Manager Remuneration Policy also provides for specific bonuses' claw back and deferral provisions with respect to the Fund Manager's staff.

2.5 Verification

The payment of the Base remuneration and the Distribution remuneration shall be arranged by the Fund Manager only after the verification and certification by the Depositary of the correctness of the following amounts used in the calculation of those fees: the notional amount, the value of distributions, and all the other items used in calculation of the remuneration, as well as the methods for determining the remuneration.

3. Duration of the mandate of the Fund Manager, notice period and potential compensation for revocation without cause

In accordance with the Constitutive Act, the duration of mandate of the Fund Manager is of two (2) years.

Fondul Proprietatea may unilaterally and at its sole discretion terminate the Management Agreement, at any time, on three months' prior written notice to the Fund Manager, based on an OGM resolution for approving the simultaneous termination of the mandate and of the Management Agreement.

For the avoidance of any doubt, termination of the mandate and of the Management Agreement will not entitle the Fund Manager to any damages or the payment of any amounts other than the remuneration to be paid in accordance with the clauses above.

The Fund Manager may terminate the Management Agreement and resign its mandate with six months' prior written notice.

Not later than five business days following the termination notice date provided by the Fund Manager, but subject to timely approval of the GSM agenda by the Board of Nominees, the Fund Manager will call the OGMS having on the agenda the approval of the procedure for the selection of a new sole director and alternative investment fund manager. Such procedure will be prepared by the Fund Manager and agreed with the Board of Nominees before its submission to an OGMS for approval.

In the event a termination notice is sent, the Fund Manager shall be paid on a pro rata basis with the duration of the provision of the services. For the avoidance of doubt, in such a case, the Fund Manager's pro rata remuneration will be for a period of at least 3 months.

B. The remuneration of the Board of Nominees' members

1. Corporate Governance principles setting the remuneration of the Board of Nominees' members

Each member of the Board of Nominees receives a fixed remuneration; no malus/claw back arrangement is in place.

The remuneration of the members of the Board of Nominees is approved by the shareholders, within the Ordinary General Meeting.

The current remuneration was approved on 15 November 2022by the Fund's Ordinary General Meeting of Shareholders.

2. Description of the remuneration of the Board of Nominees' members

With effect from 16 November 2022, the gross monthly remuneration of each member of the Board of Nominees is RON 26,535.30 (the "Base Monthly Remuneration").

With effect from 16 November 2022, an additional fixed gross monthly remuneration is paid to the Chairperson of the Board of Nominees, the Chairpersons of the Audit and Valuation Committee and of the Nomination and Remuneration Committee, as follows:

(i) an additional fixed gross monthly remuneration of fifteen (15) per cent of the Base Monthly Remuneration, for the Chairperson of the Board of Nominees; and
(ii) an additional fixed gross monthly remuneration of ten (10) per cent of the Base Monthly Remuneration, for the Chairperson of the Audit and Valuation Committee and for the Chairperson of the Nomination and Remuneration Committee.

The additional fixed gross monthly remuneration for the Chairperson of the Board of Nominees and the Chairpersons of the Audit and Valuation Committee and of the Nomination and Remuneration Committee shall be payable pro-rata for the period during which the member of the Board of Nominees holds the relevant position(s).

The Base Monthly Remuneration and the additional fixed gross monthly remuneration shall be paid in accordance with the provisions of the mandate agreement signed between each member of the Board of Nominees and the Fund.

The format of the mandate agreement for the members of the Board of Nominees is approved by the Fund's Ordinary General Shareholders' Meeting.

3. Duration of the mandates of the Board of Nominees' members, their notice period and possible compensation for revocation without cause

The mandate of the members of the Board of Nominees is of three (3) years, period to be extended by right, until the first meeting of the Ordinary General Meeting of the Shareholders. The notice period for withdrawal from the position of a member of the Board of Nominees is three (3) months - notwithstanding the foregoing, a shorter notice period may be accepted on a case by case basis where such is expressly required by the applicable law or by any relevant authority.

There is no compensation for revocation without cause.

__________________________________________________________________________________________________

Chapter VI - The recruitment and selection procedure for the Fund Manager and the Board of Nominees

Fondul Proprietatea, as an entity supervised by the FSA, shall have in place a procedure for the recruitment and selection of the Fund Manager and of the members of the Board of Nominees, as well as certain provisions for the renewal of the existing mandates.

The recruitment and the selection procedure of both the Fund Manager and of the Board of Nominees of Fondul Proprietatea are set out under the Fund's Constitutive Act.

Thus, according to Article 12 paragraph (2) of the Fund's Constitutive Act, the Ordinary General Shareholders' Meeting has, among its competencies, the following:

➢ to appoint the members of the Board of Nominees and to cancel their appointment;
➢ to appoint the Alternative Investment Fund Manager in accordance with the law and to cancel its appointment;
➢ to rule over the management of the Alternative Investment Fund Manager and to evaluate his/her performances and to discharge him/her from its management.

A. The procedure of the recruitment and the selection of the Fund Manager

As Fondul Proprietatea's management system is a unitary system, the ordinary general shareholders meeting has appointed a sole director and alternative investment fund manager, which is represented in Romania as sole director, by the individual as permanent representative appointed in accordance with Article 153¹³ of Companies' Law no. 31/1990.

The mandate of the Alternative Investment Fund Manager is of two (2) years.

The Alternative Investment Fund Manager will call an Ordinary General Meeting of the Shareholders to be held at least six (6) months before the termination of the duration of the mandate of the Alternative Investment Fund Manager with the agenda of approving the renewal of the Alternative Investment Fund Manager's mandate or starting the selection process of a new Alternative Investment Fund Manager and the negotiation of the management agreement to be concluded.

B. The procedure of the recruitment and the selection of the members of the Board of Nominees

The procedure for the selection and the recruitment of the members of the Board of Nominees is set out under the provisions of the Fund's Constitutive Act.

Thus, Article 13 paragraph (8) mentions that: "In case the agenda includes the appointment of the members of the Board of Nominees, the notice shall mention that the list including information regarding the name, the residence and professional training of the persons proposed for the position of member of the Board of Nominees is available to the shareholders, to be further reviewed and completed by shareholders."

Further, Article 15 provides that the ordinary general meeting of the shareholders shall appoint the Board of Nominees, formed of 5 members, and shall establish their remuneration.

Any shareholder will have the right to make proposals on the members of the Board of Nominees.

The members of the Board of Nominees may be shareholders of Fondul Proprietatea or other persons designated by the shareholders and they must have the proper experience and knowledge in order to be able to receive the Alternative Investment Fund Manager reports and of the consultants and, based on the information received, judge the merits of the management of Fondul Proprietatea within the limits of the objectives and principles set by the investment policy as well as by the applicable laws and regulations.

Also, the members of the Board of Nominees have to be qualified properly in order to decide (if there is need with the support of an independent consultant) if the transactions proposed by the Alternative Investment Fund Manager needing the approval of the Board of Nominees are made to the advantage of the shareholders.

The mandate of the members of the Board of Nominees is of three (3) years, period to be extended by right, until the first meeting of the Ordinary General Meeting of the Shareholders.

The Board of Nominees elects amongst its members a chairman.

Chapter VII. Avoiding conflicts of interest

This Policy is drafted based on the principle of avoiding conflicts of interest and includes measures that ensure professional and responsible behavior at the level of Fondul Proprietatea.

The Fund Manager and the Board of Nominees' members are required to act with due diligence and to conduct themselves in a manner and with such ethics and integrity so as to avoid a conflict of interest, either real or apparent.

A "conflict of interest" represents that situation or circumstance that may arise in the operational or decision-making process, where the private interest, directly or indirectly, of a person holding a key position within the Fund interposes with the interests of the Fund and affects or could affect her/his independence and impartiality in decision-making, professional reasoning or the timely and objective performance of duties or that could affect, by its nature, the integrity or stability of Fondul Proprietatea and the financial market. In this respect, the Fund Manager and the Board of Nominees' members should avoid activities, interests and other relationships that might be opposed to the interests of the Fund or might cause a conflict with the performance of their duties.

Measures for avoiding conflicts of interest:

the remuneration level of the Fund Manager and of the Board of Nominees' members shall be established in close connection with the responsibilities and commitments of their duties, in accordance with the provisions of the Management Agreement or of the mandate agreement;
the shareholder who is also a member of the Board of Nominees will not participate in the decision on his / her remuneration package and / or mandate contract;
the removal of any direct link between the remuneration of relevant persons who mainly carry out a particular activity and the remuneration of other relevant persons, who carry out mainly other activity, when the activities in question may give rise to a conflict of interests;

the use of the position held within the Fund in the interest of persons with whom there are blood relations or other extra-professional relations in remuneration practices is prohibited; in order to avoid conflicts of interest, the aim is to avoid appointing people to such positions, which is why each candidate for the position of Board of Nominees must provide a questionnaire on his independence which will be the basis of the independence analysis carried out by the Board of Nominees.

Chapter VIII.Deviations from the Policy

The Board of Nominees, upon recommendations of the Nomination and Remuneration Committee, in exceptional circumstances, may temporarily derogate from any section of the Policy, based on its full discretion, within the limits of the legal provisions and of the Constitutive Act, in the following exceptional circumstances:

(a) upon change of the Fund Manager, in accordance with the new management agreement;
(b) upon material changes in the Fund's structure, its overall financial and/or operational performance which may require adjustment of the remuneration components;
(c) in any other circumstance where the derogation may be objectively required to serve the long-term interests and sustainability of the Fund or to assure its viability,

but without increasing the remuneration of the Board of Nominees' members.

In addition, change of the relevant legislation may result in derogations from the Policy, outside the discretion of the Fund.

Chapter IX. Disclosure

Once voted by the Ordinary General Meeting of shareholders, the Policy, together with the date and the results of the vote, will be available on the Fund's website, and remains publicly available, free of charge, at least as long as it is applicable.

A paper version will be made available upon request to the Fund.

Chapter X. Revisions to the previous Remuneration Policy

This policy represents the revised version of the Remuneration Policy approved by the shareholders on 20 April 2022.

The revised Policy Remuneration covers:

• the increase of the base remuneration for the members of the Board of Nominees, as well as additional remuneration for certain positions in the Board of Nominees; and the increase of the notice period in case of withdrawal from the position of member of the Board of Nominees.

The revisions pertaining to the remuneration are made for the purpose of granting adequate compensation for the time involvement of the members of the Board of Nominees in monitoring the management of Fondul Proprietatea. Further, the revision pertaining to the increase of the

notice period is made for the purpose of enabling efficient replacements of members in case of withdrawal from the position of member of the Board of Nominees.

Resolution no. 12 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

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

I. The approval of the additional annual fees requested by Ernst & Young Assurance Services SRL with its headquarters in Bucharest, 15 -17 Ion Mihalache Blvd., Tower Center Building, 22nd Floor, 1st District, 011171, Romania, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Number 11909783, as the financial auditor of Fondul Proprietatea, in accordance with the supporting materials, as follows: EUR 8,500 net of VAT representing annual audit fees for the additional regulatory reporting (Remuneration Report compliance check and the reasonable assurance engagement for the ESEF Reporting).

This item is adopted with 3,329,671,346 votes, representing 97.7682% of the total votes held by the present or represented shareholders, 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 votes were recorded as follows:

3,329,671,346 votes "for";
45,750,717 votes "against";
30,257,138 abstentions;
1,520 votes "not given";
568,306 votes annulled.
II. The approval of:

(g) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

(h) 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.

The votes were recorded as follows:

3,405,514,105 votes "for";
165,096 votes "against";
no abstentions;
1,520 votes "not given";
568,306 votes annulled.

This OGM Resolution no. 12 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

________________________

_______________________

Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

Mr. Radu ROPOTĂ Technical secretary

Resolution no. 13 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

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

Whereas:

The convening notice of the OGM was published on the Fund's website (www.fondulproprietatea.ro) on 20 September 2022, subsequently published with a terminological clarification at the request of the Financial Supervisory Authority on 7 October 2022 and republished with a supplementation on 12 October 2022, and in the Official Gazette of Romania, Part IV, number 4036 of 23 September 2022, no. 4242 of 10 October 2022 and no. 4307 of 13 October 2022 and in "Adevărul" newspaper number 579 of 23-25 September 2022, no. 8819 of 10 October 2022 and no. 8822 of 13 October 2022;
The provisions of Companies' Law no. 31/1990, republished, with its subsequent amendments and supplementations (Companies' Law no. 31/1990);
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, with its subsequent amendments and supplementations;
The provisions of Law no. 24/2017 on issuers of financial instruments and market operations, republished (Issuers' Law);
The provisions of Regulation of the Financial Supervisory Authority no. 5/2018 on issuers of financial instruments and market operations, with its subsequent amendments and supplementations (Regulation no. 5/2018);
The provisions of Law no. 243/2019 on alternative investment funds and for the amendment and completion of other legislation, with its subsequent amendments and supplementations (Law no. 243/2019);
The provisions of Regulation of the Financial Supervisory Authority no. 7/2020 on the authorization and operation of alternative investment funds, with its subsequent amendments and supplementations (Regulation no. 7/2020);
The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3 September 2018 laying down minimum requirements implementing the provisions of Directive 2007/36/EC of the European Parliament and of the Council as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders rights (CE Regulation 1212/2018),

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

I. The approval of the additional annual fees requested by Ernst & Young Assurance Services SRL with its headquarters in Bucharest, 15 -17 Ion Mihalache Blvd., Tower Center Building, 22nd Floor, 1st District, 011171, Romania, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Number 11909783, as the financial auditor of Fondul Proprietatea, in accordance with the supporting materials, as follows: EUR 11,754 net of VAT representing additional annual audit fees for audit of the statutory financial statements.

This item is adopted with 2,611,812,947 votes, representing 76.6899% of the total votes held by the present or represented shareholders, 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 votes were recorded as follows:

2,611,812,947 votes "for";
765,302,320 votes "against";
28,563,934 abstentions;
1,520 votes "not given";
568,306 votes annulled.
II. The approval of:

(i) The date of 8 December 2022 as the Ex – Date, in accordance with Article 176 paragraph (1), computed with the provisions of Article 2 paragraph (2) letter (l) of Regulation no. 5/2018; and of

(j) 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.

The votes were recorded as follows:

3,405,514,105 votes "for";
165,096 votes "against";
no abstentions;
1,520 votes "not given";
568,306 votes annulled.

This OGM Resolution no. 13 is drafted on behalf of the shareholders today, 15 November 2022, in 3 original counterparts by:

Mr. Johan MEYER Chairman

________________________

_______________________ Mr. Marian-Silviu IONESCU-VLĂSCEANU Meeting secretary

_______________________ Mr. Radu ROPOTĂ Technical secretary

AI Terminal

Fondul Proprietatea

2288_rns_2022-11-16_8e4e6008-c805-4fa5-b95c-78cb130f77da.pdf

To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Important events to be reported:

Report date: 16 November 2022

Resolution no. 2 / 15 November 2022 of the Shareholders' Extraordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Resolution no. 3 / 15 November 2022 of the Shareholders' Extraordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Resolution no. 9 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Resolution no. 10 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

II. The approval of:

ADDENDUM no. 1

TO THE MANAGEMENT AGREEMENT DATED 6 January 2022

WHEREAS:

ARTICLE 1. AMENDMENT OF THE CLAUSE 10.3

__________________________________________________________________________________________________

ARTICLE 2 – All other provisions of the Management Agreement remain unchanged.

SIGNATORIES

by FONDUL PROPRIETATEA SA as duly represented by:

and by FRANKLIN TEMPLETON INTERNATIONAL SERVICES S.À R.L. as represented by:

Resolution no. 11 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Annex to Ordinary General Shareholders Meeting Resolution no. 11 / 15 November 2022

THE REMUNERATION POLICY OF FONDUL PROPRIETATEA SA

Effective starting with 16 November 2022

Chapter I. Preamble

Chapter II. Purpose

Chapter III. General criteria

Chapter IV. Governance and decision-making process

The Ordinary General Meeting of Shareholders

The Fund Manager

The Board of Nominees

The Nomination and Remuneration Committee

Chapter V – Remuneration of the Fund Manager and of the Board of Nominees

A. The remuneration of the Fund Manager

1. Corporate Governance principles setting the remuneration of the Fund Manager

2. The description of the Fund Manager's remuneration

2.1 Base Remuneration

2.2 Variable remuneration - Distribution Remuneration

2.3 Remuneration of the staff

2.4 Payments

2.4.1. Fund Manager

2.4.2. Fund Manager's staff

__________________________________________________________________________________________________

2.5 Verification

3. Duration of the mandate of the Fund Manager, notice period and potential compensation for revocation without cause

B. The remuneration of the Board of Nominees' members

1. Corporate Governance principles setting the remuneration of the Board of Nominees' members

2. Description of the remuneration of the Board of Nominees' members

3. Duration of the mandates of the Board of Nominees' members, their notice period and possible compensation for revocation without cause

__________________________________________________________________________________________________

Chapter VI - The recruitment and selection procedure for the Fund Manager and the Board of Nominees

A. The procedure of the recruitment and the selection of the Fund Manager

B. The procedure of the recruitment and the selection of the members of the Board of Nominees

Chapter VII. Avoiding conflicts of interest

Chapter VIII.Deviations from the Policy

Chapter IX. Disclosure

Chapter X. Revisions to the previous Remuneration Policy

Resolution no. 12 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

Resolution no. 13 / 15 November 2022 of the Shareholders' Ordinary General Meeting of FONDUL PROPRIETATEA S.A.

Whereas:

More from Fondul Proprietatea

Talk to a Data Expert