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Fondul Proprietatea

Major Shareholding Notification May 4, 2021

2288_mrq_2021-05-04_150accc5-16ab-4f4d-bf58-83e45b30c945.pdf

Major Shareholding Notification

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To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report according to Art. 72 paragraph (6) of Law no. 24/2017 on issuers of financial instruments and market operations, as well as the provisions of Art. 105 of the Rulebook of the Bucharest Stock Exchange, Title II – Issuers and Financial Instruments

Important events to be reported:

Disclosure of holdings under 5% of the total voting rights held by AIO V (Ireland) Finance Designated Activity Company and AIO VI (Ireland) Finance Designated Activity Company in Fondul Proprietatea S.A.

Franklin Templeton International Services S.À R.L, alternative investment fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea / the Fund"), hereby, announces that announces that AIO V (Ireland) Finance Designated Activity Company and AIO VI (Ireland) Finance Designated Activity Company have sent an aggregate disclosure of holdings under 5% of the total voting rights in the Fund, as reflected in the Annex.

According to the disclosure, by virtue of acting in concert, AIO V (Ireland) Finance Designated Activity Company and AIO VI (Ireland) Finance Designated Activity Company held together, as of 27 April 2021 ("Report date"), a number of 241,913,750 voting rights, representing 4.050% of the total number of voting rights in Fondul Proprietatea.

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: 4 May 2021

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 3,749,282,292.08

Paid-up share capital: RON 3,560,099,870.08

Number of shares in issue: 7,210,158,254

Number of paid shares: 6,846,345,904

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

GDRs on London Stock Exchange

S.C. FONDUL PROPRIETATEA S.A. INTRARE Nr.

Standard form for the notification of major holdings

Notification of major holdings (to be transmitted to the relevant issuer and to the competent authority)

Fondul Proprietatea S.A.

78-80 Buzesti Street, 7th floor

1 District, 011017, Bucharest

Romania

Fax: +40-21-200-96-31/32

E-mail: [email protected]

Financial Supervisory Authority

15 Splaiul Independenței Street, sector 5,

cod poştal 050092, Bucharest

Fax: +4021.659.60.51 / +4021.659.64.36 E-mail: [email protected]; [email protected]

1.Identity of the issuer or of the issuer of existing supporting shares to which voting rights are attached i;

Name of the issuer: Fondul Proprietatea S.A.

Sole registration code: 18253260

Trading symbol on the regulated market: FP

2.Reasons for notification (please check the appropriate box or boxes):

  • □ A purchase or assignment of voting rights
  • X A purchase or assignment of financial instruments
  • [ An event changing the distribution of voting rights
  • □ Others (please specify) ii

  • Details of the person subject to a notification obligation iii

Name/Designation | Headquarters' city and country (if applicable)

AIO V
Finance
(Ireland)
Designated
c/o Sanne Capital Markets Ireland Limited
Fitzwilliam Business Centre
77 Sir John Rogerson's Quay
Dublin 2
Ireland
--------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------
Activity
Company
2.
AIO VI
Finance
(Ireland)
Designated
Activity
Company
4. Full name/designation of the shareholders (if different from point 3) iv
5.Date of reaching or exceeding the 5% threshold (vote percentage) v: 27 April 2021
6. Total positions of the persons subject to the obligation of notification:
%of the voting
rights attached to
shares (total of 7.
A)
% of the voting
rights through the
financial
instruments (total
of 7. B. 1+7. B.2)
Total of the two
expressed in
percentage % (7.
A+7.B)
Total number of
issuers's voting
rights
The resulting
situation, on the
day it exceeded or
reached the
threshold
4 050% 4,838,275 GDRs
equivalent to
241,913,750 shares
Position at the
previous notification
date (if applicable)
6 696% 9,814,587 GDRs
equivalent to
490,729,350 shares
7. Information to be notified with regard to the resulting situation, on the day the threshold was
exceeded or reached vii-
Voting rights attached to the shares
A:
Number of voting % of the voting
Class/type of rights viii rights
shares Direct Indirect Direct Indirect
ISIN code, as the Art. 691 paragraph Art, 702 of Law Art. 69 paragraph Art. 70 of Law no.
case may be (1)-(3) of Law no. no. (1) 24/2017)
24 /2017) 24/2017) -(3) of Law no. 24
/2017)
Global Depository AIO V AIO V
Receipts (GDRs) Finance Finance

1 Please check Reference 1 bellow

² Please check Reference 2 bellow

(Ireland)
Designated
Activity
Company:
2,560,149
GDRs
equivalent
to
128,007,450
shares
(Ireland)
Designated
Activity
Company:
2.143%
2.
AIO VI
Finance
(Ireland)
Designated
Activity
Company:
2,278,126
GDRs
equivalent
of
113,906,300
shares
2.
AIO VI
Finance
(Ireland)
Designated
Activity
Company:
1.907%
SUBTOTAL A 4,838,275
GDRs
equivalent
to
241,913,750
shares
4.050%
B 1 Financial instruments according to art. 73 paragraph (1) section (a) of Law no. 24 /2017
Type of financial
instrument
Date of expiry
ix (due date)
Conversion/execution
period x
The number of
voting rights that
can be acquired if
the instrument is
executed/converted
% of the
voting rights
SUBTOTAL B.1

3 Please check Reference 3 bellow

B 2: Financial instruments with a similar economic effect in accordance with art. 73 paragraph (1)
section (b) of Law no. 24/2017
Type of financial Date of expiry ix Conversion/execution Physical or % of the voting
instrument (due date) period x rights
cash settlement
xi:
SUBTOTAL B.2
  1. Information about the person who is subject of the notification (please mark / tick the appropriate box)

[ ] The subject person of the notification obligation is not controlled by any natural person or legal entity and he/she does not control any entity (entities) that has (have) an exposure to the issuer of the supporting shares, directly or indirectly. xii

[ ] The full chain of controlled persons through the intermediary of whom voting rights and / or financial instruments are actually held, starting with the ultimate natural person or legal entity that controls them xiii:

Name/Designation xiv % of the voting rights, if
this is equal to or higher
than the threshold to be
notified
% of the voting rights
through the financial
instruments, if this is
equal to or higher than
the threshold to be
notified
Total of the two, if this
is equal to or higher
than the threshold to be
notified
    1. In the case of a vote by a representative: [name/designation of the agent] will cease to hold [% and number] of voting rights starting from [date].
  1. Additional information xv:

The holdings of AIO V Finance (Ireland) Designated Activity Company and of AIO VI Finance (Ireland) Designated Activity Company are managed by Anchorage Capital Group, L.L.C., which is an SECregistered Investment Manager.

Drawn up in New York on 29/04/2021.

How to fill in - Notification according to art. 69, 70 and 73 of Law no. 24/2017

  • i. Full name/designation of the legal entity and a more detailed description of the issuer or of the supporting shares issuer, provided these data are reliable and accurate (e. g., address, LEI code/ legal entity identifier)
  • ii. Other reasons for submitting notifications may be: voluntary notifications, changes in the nature of the holding (maturity / expiration of the financial instrument) or concerted action.
  • iii. legal entity that acquires, assigns or exercises the voting rights in the cases stipulated in art. 70 section b)-h) of Law no. 24/2017; or c) the holder of financial instruments referred to in art. 73 paragraph (1) of Law no. 24/2017.

As the disclosure of the concerted action cases may vary depending on certain specific circumstances (e. g., the same or totally different positions of the parties, the entry or exit from a concerted action of a particular party), the standard form does not provide for a specific notification method for the cases of concerted action.

In connection with the situations referred to in art. 70 section b)-h) of Law no. 24/2017, the following list indicates the persons to be mentioned

  • in the situations referred to in section b) of art. 70 of Law no. 24/2017, the natural person or legal entity acquiring voting rights and having the right to exercise them under the agreement, and the natural person or legal entity temporarily transferring the voting rights for pecuniary interest;
  • in the situations referred to in section c) of art. 70 of Law no. 24/2017, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares his/her intention to exercise them, and the natural person or legal entity constituting the collateral under these conditions;
  • in the situations referred to in section d) of art. 70 of Law no. 24/2017, the natural person or legal entity holding the usufruct of the shares, if that person or entity is entitled to exercise the voting rights attached to the shares, and the natural or legal person who assigns the voting rights when the usufruct is constituted.
  • in the situations referred to in section e) of art. 70 of Law no. 24/2017, the natural person or the legal entity that controls and, in the case, where he/she has the notification on an individual level, pursuant to art. 69 paragraph (1) - (3), Art. 70 paragraph (a) to (d) and (i) of Law no. 24/2017 or a combination of these situations, the controlled person;
    • in the situations referred to in section f) of art. 70 of Law no. 24/2017, the person who has taken possession of the shares, if he/she can exercise as he/she wishes the voting rights attached to the shares in his possession, and the person who transferred the

shares allowing the person who has taken the shares in possession to exercise the voting rights as he/she wishes.

  • in the situations referred to in section g) of art. 70 of Law no. 24/2017, the natural person or legal entity controlling the voting rights;
  • in the situations referred to in section h) of art. 70 of Law no. 24/2017, the agent, if he/she can exercise the voting rights as he/she wishes, and the shareholder who has mandated him to exercise the voting rights as he wishes (e. g., investment management companies).
  • iv. To be applied in the situations referred to in art. 70 section b)-h) of Law no. 24/2017. To be filled in with the full name/ designation of the shareholder who is the counterparty of the natural person or legal entity referred to in art. 70 of Law no. 24/2017, unless the percentage of the voting rights held by the shareholder is smaller than the inferior threshold to be notified in the context of reporting the voting rights holdings, in accordance with Art. 69 paragraph (I) of Law no. 24/2017 (e. g. identification of the funds managed by the investment management companies).
  • v. The date on which the holding dropped below, reached or exceeded the threshold is the date on which the acquisition or alienation occurred or for which other reason triggered the notification obligation. For passive overpayment, the date on which the corporate event becomes effective.
  • vi. The total number of voting rights takes into account all shares, including stock certificates representing shares, to which voting rights are attached, even if their exercise is suspended.
  • vii. The resulting situation will be specified, including whether if the holding has fallen below the inferior threshold stipulated in art. 69 paragraph (11) of Law no. 24/2017
  • In case of combined shareholdings with attached voting rights with "direct participation" viii. and voting rights with "indirect participation", please divide the number of voting rights and the percentage in the columns for direct participation or indirect participation - in case there is no combined ownership, please leave the relevant box blank.
  • ix. The maturity/ expiration date of the financial instrument, such as the date on which the right for shares acquisition ceases.
  • x. If the financial instrument has such a period please specify this period for example, every 3 months, starting from [date].
  • xi. In the case of cash-settled instruments, the number and percentages of voting rights must be presented on a delta-adjusted basis (Article 73 (3) of Law No 24/2017 and Article 141 of the current Regulation4).
  • xii. If the person subject to the notification obligation is controlled by and/ or controls another person, then the second option is applicable
  • xiii. The complete chain of controlled individuals' persons must be presented, starting with the ultimate controlling natural person or entity, including in cases where the holding drops under, exceeds or reaches the threshold only at subsidiary level and the subsidiary makes the notification so that the markets always have a complete picture of the holdings at group level. In the case of multiple chains through which the voting rights and/ or financial instruments are effectively held, the chains must be presented chain by chain, leaving a blank line between different chains (e. g., A, B, C, E, F, etc.)

xiv. Fill in with the names of the controlled persons through the intermediary of whom the voting rights and/ or financial instruments are actually held, whether the controlled persons drop under, exceed or even reach the inferior applicable threshold themselves. xv. Example: Correcting a previous notification.

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