Fondul Proprietatea : 26 March 2024 OGSM full text resolutions

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 Ordinary

General Shareholders' Meeting of Fondul Proprietatea SA held on

26 March 2024

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 Ordinary General Meeting of Shareholders of Fondul Proprietatea on 26 March 2024.

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: 27 March 2024

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

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

Phone/fax number:

Tel.: + 40 21 200 96 00 Fax: [phone]

Email:[e-mail]

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 2,947,779,186.56

Number of shares in issue and paid-up: 5,668,806,128

Regulated market on which the issued securities are traded:

Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange

Resolution no. 1 / 26 March 2024

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

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

Today, 26 March 2024, 11:00 AM (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 "INTERCONTINENTAL ATHÉNÉE

PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, 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 5 February 2024 and in the Official Gazette of Romania, Part IV, number 632 of 7 February 2024 and in Jurnalul number 1581 of 7 February 2024 and republished with supplements on the Fund's website on 26 February 2024 and in the Official Gazette of Romania, Part IV, number 1007 of 28 February 2024 and in "Adevărul" newspaper number 9099 of 28 February 2024;

• ▪ 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"),

• ▪ The provisions of the Fund's constitutive act ("Constitutive Act"),

it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 232 shareholders, which represents a number of 1,591,932,553 voting rights (i.e. 44.7621% of the total voting rights at the reference date 29 February 2024, i.e. 3,556,427,239; i.e. 28.0823% of the total number of issued shares at the reference date 29 February 2024, i.e. 5,668,806,128),

the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 115 paragraphs (1)-

(2) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).

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

• I. The appointment of Mr. Marius-Alin Andrieș as member of the Board of Nominees following the expiration of the mandate of Mr. Omer Tetik on 6 April 2024; the mandate of the new member is valid for a period of three (3) years and shall produce its effects starting with 7 April 2024 or the acceptance date for the new mandate, whichever occurs later.

  This item is approved with 1,167,382,666 votes, representing 73.2770% 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:

  • - 1,167,382,666 votes "for";

  • - 82,867,994 votes "against";

  • - 16,505,449 abstentions;

  • - 55.235.370 votes "not given";

  • - 0 votes annulled from correspondence;

  • - 0 votes annulled in the OGM meeting.

• II. The approval of:

  (a) The date of 11 April 2024 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;

The date of 12 April 2024 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 OGM, the shareholders do not decide on the other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018 such as the payment date the date of the guaranteed participation.

(b) The empowerment, with authority to sub-delegate, 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' resolutions, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.

This item is approved with 1,591,892,086 votes, representing 99.9236 % 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:

• - 1,591,892,086 votes "for";

• - 786,987 votes "against";

• - 151,203 abstentions;

• - 18,997,155 votes "not given";

• - 0 votes annulled from correspondence;

• - 0 votes annulled in the OGM meeting.

This OGM Resolution no. 1 is drafted on behalf of the shareholders today, 26 March 2024, in 3 original counterparts by:

________________________ Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________ Livia DUMITRESCU Technical secretary

Resolution no. 2 / 26 March 2024

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

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

Today, 26 March 2024, 11:00 AM (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 "INTERCONTINENTAL ATHÉNÉE

PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, zip code 010292, 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 5 February 2024 and in the Official Gazette of Romania, Part IV, number 632 of 7 February 2024 and in Jurnalul number 1581 of 7 February 2024 and republished with supplements on the Fund's website on 26 February 2024 and in the Official Gazette of Romania, Part IV, number 1007 of 28 February 2024 and in "Adevărul" newspaper number 9099 of 28 February 2024;

• ▪ 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"),

• ▪ The provisions of the Fund's constitutive act ("Constitutive Act"),

it is necessary to have a number of shareholders holding at least 25% of the total voting shares in order to meet the quorum conditions, in the present OGM, manifesting their vote 232 shareholders, which represents a number of 1,591,932,553 voting rights (i.e. 44.7621% of the total voting rights at the reference date 29 February 2024, i.e. 3,556,427,239; i.e. 28.0823% of the total number of issued shares at the reference date 29 February 2024, i.e. 5,668,806,128),

the conditions regarding the quorum for holding this meeting and the majority for shareholders to decide legally are met, under the legally required majority (according to art. 115 paragraphs (1)-

(2) of the Companies' Law no. 31/1990 and art. 14 I paragraph (1) of the Constitutive Act).

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

I. The approval of the terms of, along with the execution of, the Management Agreement between Fondul Proprietatea and Franklin Templeton International Services S.à r.l. for a period of one (1) year starting 1 April 2024 and until 31 March 2025 in the form set out in the supporting documentation relating to OGMS agenda item 1, with a change in the base fee rate such that the base fee is 1.35%, as reflected in the Annex of the herein Resolution.

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 execute the mentioned Management Agreement and to perform/sign any related necessary, useful and/or opportune legal acts and deeds for and on behalf of Fondul Proprietatea.

(Item added on the agenda at the request of the shareholder Ministry of Finance)

This item is approved with 1,266,436,562 votes, representing 79.4947% 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:

• - 1,266,436,562 votes "for";

• - 314,615,561 votes "against";

• - 10,554,099 abstentions;

• - 20,221,209 votes "not given";

• - 0 votes annulled from correspondence;

• - 0 votes annulled in the OGM meeting.

II.

The approval of:

• (a) The date of 11 April 2024 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;

  The date of 12 April 2024 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 OGM, the shareholders do not decide on the other aspects provided by Article 176 paragraph (1) of Regulation no. 5/2018 such as the payment date and the date of the guaranteed participation.

• (b) The empowerment, with authority to sub-delegate, 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' resolutions, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.

This item is approved with 1,591,892,086 votes, representing 99.9236 % 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:

• - 1,591,892,086 votes "for";

• - 786,987 votes "against";

• - 151,203 abstentions;

• - 18,997,155 votes "not given";

• - 0 votes annulled from correspondence;

• - 0 votes annulled in the OGM meeting.

This OGM Resolution no. 2 is drafted on behalf of the shareholders today, 26 March 2024, in 3 original counterparts by:

________________________ Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________ Livia DUMITRESCU Technical secretary

Annex - The Management Agreement by and between Fondul Proprietatea S.A. and Franklin Templeton International Services S.À R.L.

MANAGEMENT AGREEMENT

DATED _____________ 2024

FONDUL PROPRIETATEA S.A.

and

FRANKLIN TEMPLETON INTERNATIONAL SERVICES S.À R.L

THIS AGREEMENT is made on ______________________ 2024

BETWEEN:

FRANKLIN TEMPLETON INTERNATIONAL SERVICES S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager ("AIFM") under Article 101-1 of the

Luxembourg law of 17 December 2010 on undertakings for collective investment, as amended

("UCI Act"), 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 a retail alternative investment fund under register number PJR09FIAIR/400018 (the "Customer"/ the "Fund"/ "FP");

WHEREAS:

(A) The Customer wishes to appoint the Fund Manager as the alternative investment fund manager of the Customer on the terms and subject to the conditions of this Management Agreement.

(B) The Fund Manager wishes to accept such appointment on the terms and subject to the conditions of this Management Agreement.

(C) The Customer is set up as an undertaking for collective investment (A.O.P.C.) of the closed-end type, as defined under Article 114(1) letter b) of the Law 297/2004 and qualifies as an alternative investment fund within the meaning of the Directive 2011/61/EU of the EU Parliament and of the Council on Alternative Investment Fund Managers, as amended (the "AIFMD"), Law 74/2015 on managers of alternative investment funds in Romania ("AIFM Law" or "Law no. 74/2015") and Law 243/2019 on alternative investment funds ("AIF Law" or "Law no. 243/2019").

The Customer wishes to appoint the Fund Manager as its AIFM within the meaning of the AIFMLaw and to entrust it with certain functions accordingly, including, without limitation, all functions relating to risk management and portfolio management.

(D) The Fund Manager opened a branch in Bucharest whose registered office is in Buzești

76-80 Street, floor 8, district 1, sole registration code 40198471, Trade Register number J40/16822/2018, registered with FSA under registration number PJM08AFIASMS / 400001 dated

5 August 2019 (the "Bucharest Branch") and the branch was notified by CSSF as a branch of an alternative investment fund manager under Chapter II of the AIFM Act, and is entitled to carry out services in Romania in accordance with the AIFM Law. The Fund Manager is registered with FSA under registration number PJM07.1AFIASMDLUX0037/10 March 2016 with respect to the cross-border activities that it is entitled to carry out in Romania. As of 1 December 2020, the Bucharest Branch carries out the portfolio management and administrative activities for the Customer, while the risk management activity is carried out by the Fund Manager on a cross border basis.

(E) The general meeting of shareholders of the Customer approved on 25 September 2023 the appointment of the Fund Manager as the external alternative investment manager and sole director of the Customer and the general meeting of shareholders of the Customer approved on 26 March 2024 this Management Agreement.

In consideration of the mutual promises, covenants and agreements contained in this Management Agreement, IT IS AGREED:

1. INTERPRETATION

1.1 In this Management Agreement, unless the context otherwise requires, it is agreed that:

• (a) words in the singular include the plural, words in the plural include the singular, words importing the masculine gender include the feminine, and words importing the feminine gender include the masculine;

• (b) headings and paragraphs are for the purpose of organization only and shall not be used to interpret this Management Agreement;

• (c) references to "this Management Agreement" include its Recitals and Annexes (which are incorporated herein by reference and are integrated within the body of this Management Agreement), unless otherwise stated;

• (d) references in this Management Agreement to Preamble, Recitals, Sections, Articles, Clauses, Sub-Clauses and Annexes are to the preamble, recitals, sections, articles, clauses and sub-clauses of, and annexes to, this Management Agreement, unless otherwise stated;

• (e) references to any provisions of legislation, delegated legislation, regulations or rules shall be construed as references to such provisions as replaced, re-enacted, extended or amended from time to time (whether before or after the date hereof); and

• (f) references to "law", "legislation", "legal provisions", "regulations", or other similar wording shall be construed as including any legally binding law, ordinance, decision, regulation, rule, of any governmental, intergovernmental or supranational body, agency, department of any regulatory, self-regulatory or other authority.

1.2

Notwithstanding anything to the contrary in this Management Agreement, the Partiesagree that none of the limitations of liability or responsibility which the Parties may agree vis-à-vis each other pursuant to this Management Agreement or otherwise may be construed as a limitation of the obligations, liabilities or responsibilities imposed by the Compulsory Rules.

2.

DEFINITIONS

In this Management Agreement, the following capitalised terms shall, unless the context otherwise requires or it is otherwise provided, have the following meanings:

Account means the account maintained by the depositary and sub-custodian(s), as the Customer has notified in writing to the Fund Manager;

Affiliate means, with respect to any person, any other person directly or indirectly controlling, directly or indirectly Controlled by, or under common Control with such person;

AIFM means an alternative investment fund manager.

AIFM Act means the Luxembourg Act of 12 July 2013 on alternative investment fund managers for implementing the AIFMD;

AIFMD has the meaning given to it in Recital (C);

AIFM Law or Law no. 74/2015 has the meaning given to it in Recital (C);;

AIFM Regulation means the FSA Regulation no.10/2015 regarding the management of investment funds.

AIF Law or Law no. 243/2019 has the meaning given to it in Recital (C);

AIF Regulation means the FSA Regulation no. 7/2020 regarding the authorisation and functioning of investment funds;

AIFM Rules means the set of rules formed by (a) the AIFMD, (b) the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing the AIFMD, (c) any binding guideline or other delegated act and regulation issued from time to time by the EU relevant authorities pursuant to any national laws and regulations (such as the AIFM Act, AIFM Law or AIF Law,), and (d) any national laws and regulations enacted in connection with the implementation of the rules listed in paragraphs (a) to (c) above (such as the AIFM Regulation or AIF Regulation) which are applicable to this Management Agreement;

Associated Company (when used in relation to the Fund Manager) means any company which is an Affiliate of the Fund Manager;

BoN means the Board of Nominees ("Comitetul Reprezentantilor" in Romanian language) which monitors the activity of the Fund Manager, appointed by the GSM and under direct supervision of the GSM;

Calculation Period means a calendar quarter, each consisting of a three-month period; the four calendar quarters that make up the year shall be: January, February and March (the first quarter, or Q1); April, May and June (the second quarter, or Q2); July, August and September (the third quarter, or Q3); and October, November and December (the fourth quarter, or Q4);