Convening notice of the 13 February 2024 EGSM

Fondul Proprietatea S.A.

27 December 2023

 

To:          Bucharest Stock Exchange                 Financial Supervisory Authority                London Stock Exchange Current report according to Article 234 para. (1) letter c) 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: Convening notice of the Extraordinary General Meeting of Shareholders of Fondul Proprietatea S.A. to be held on 13 February 2024 Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director (the "Sole Director") of Fondul Proprietatea SA ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening notice of Fondul Proprietatea's Extraordinary General Meeting of Shareholders ("EGM") to be held on 13 February 2024, approved by Fondul Proprietatea's Board of Nominees on 22 December 2023, and enclosed in the Annex to this report. The meeting shall take place at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, commencing 11:00 AM (Romanian time). Please note that only the persons registered as shareholders of the Company on 18 January 2024 (considered as the "Reference Date") in the Shareholders' Register kept by Depozitarul Central S.A. have the right to participate and vote at the EGM. We hereby inform you that, in addition to the possibilities of exercising the right to vote existing until now, the possibility that shareholders registered at the Reference Date on the list of the Company's shareholders issued by Depozitarul Central SA may vote by electronic means via the eVote platform, in accordance with the provisions of Art. 197 of Regulation no. 5/2018 was introduced. Electronic voting by accessing fp.evote.ro may be used exclusively before the EGM, at least 48 hours before EGM. Shareholders should consider that before exercising their voting rights via the eVote platform they have to complete the enrolment process described below and their voting account has to be validated by the Company. All details regarding electronic voting vita the eVote platform can be found in the Convening notice attached and also in the Procedure regarding the organization and holding of the general shareholders' meetings, available on the Company`s website. 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 December 2023 Name of the issuing entity: Fondul Proprietatea S.A. Registered office: 76-80 Buzesti Street 7th floor, district 1, 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 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

CONVENING NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FONDUL PROPRIETATEA S.A.

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 (the "Fund Manager" / "Sole Director"), in its capacity as the alternative investment fund manager and sole director of FONDUL PROPRIETATEA S.A., a joint-stock company incorporated under the laws of Romania, qualifying as an alternative investment fund closed-end type, addressed to retail investors, with its headquarters in Bucharest, 76-80 Buzeşti Street, 7^th floor, 1^st District, Romania, registered with the Trade Registry under no. J40/21901/2005, Sole Registration Code 18253260, with a subscribed and paid-up share capital of RON 2,947,779,186.56 (the "Company"/ "Fondul Proprietatea"/ "FP"),

Considering

§ The provisions of Articles 12 - 13 of the Company's in force constitutive act (the "Constitutive Act");

§ 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 ("Regulation no. 4/2013");

§ 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").

CONVOKES:

The Extraordinary General Meeting of Shareholders of Fondul Proprietatea on 13 February 2024, 11:00 AM (Romanian time), at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1^st District, Bucharest, 010292, Romania (the "EGM").

Only the persons registered as shareholders of the Company on 18 January 2024 (the "Reference Date") in the register of shareholders kept by Depozitarul Central S.A. have the right to participate and vote at the EGM.

The agenda of the EGM is as follows:

1.  The approval of the authorization to buy-back shares of Fondul Proprietatea, global depositary receipts corresponding to shares of Fondul Proprietatea, via trading on the regular market on which the shares, the global depositary receipts corresponding to the shares of Fondul Proprietatea are listed or public tender offers, in compliance with the applicable law, for a maximum number of 1,000,000,000 shares (being in the form of shares and/or shares equivalent as described above), during the 2024 financial year, starting with the date when the resolution related to this approval is published in the Official Gazette of Romania, Part IV and until 31 December 2024. The buy-back shall be performed at a price that cannot be lower than RON 0.2 / share or higher than RON 1 / share. In case of acquisitions of global depositary receipts 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. The transaction can only have as object fully paid shares and global depositary receipts corresponding to these shares. The said buy-back 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 Fondul Proprietatea's own sources.

2.  The approval of the sale by Fondul Proprietatea of its shareholding in the share capital of Engie Romania S.A. under the following terms:

·    The Fund Manager is authorised to fulfil and the EGM approves and ratifies any legal acts or actions necessary, useful and / or appropriate with respect to the sale of all of the shares of Engie Romania S.A. owned by Fondul Proprietatea  at the date of the resolution including, but without being limited to, negotiating, approving and establishing the terms and conditions of any transaction, act or operation authorized under this item of the agenda, negotiating, approving, signing and implementing any documents related to the matters authorized according to this item on the agenda, fulfilling any formalities and authorizing and/or executing any other actions necessary to give full effect to the operations, transactions and acts authorized in accordance with this item on the agenda and representing the Company in front of any authorities and third parties in relation to the matters authorized in accordance with this item on the agenda.

·    The price for the sale by Fondul Proprietatea of all of the shares of Engie Romania S.A. it owns at the date of this resolution will be of RON 432,616,167.75.

3.  The approval of the sale by Fondul Proprietatea throughout the 2024 financial year ending 31 December 2024 of any of the holdings in the portfolio companies of Fondul Proprietatea as such are set out below, which either individually or cumulatively exceed 20% of the total value of Fondul Proprietatea's non-current assets, less receivables, under the following terms:

·    The Fund Manager is authorised to fulfil any legal acts or actions useful and / or appropriate with respect to the sale in any manner decided by the Fund Manager (including by way of public offering or by way of one or more private transactions) of all or part of the holdings held by Fondul Proprietatea in the following portfolio companies: CN Aeroporturi Bucuresti SA, CN Administratia Porturilor Maritime SA, Societatea Nationala a Sarii SA, Alro SA, including, but without being limited to engaging investment firms, advisors and legal consultants (as the case may be), negotiating, approving and establishing the terms and conditions of any operation authorized under this item of the agenda, negotiating, approving and signing any documents related to the matters authorized according to this item on the agenda, to fulfil any formalities and to authorize and/or execute any other actions necessary to give full effect to the operations and acts authorized in accordance with this item on the agenda and to represent the Company in front of any authorities and third parties in relation to the matters authorized in accordance with this item on the agenda.

·    Any decision to sell or not will be made by the Fund Manager acting discretionary and will depend on any available opportunities and the relevant market conditions.

·    The value of the transaction contemplated herein individually or cumulatively (if the case) performed within the 2024 financial year ending 31 December 2024, will not exceed 40% of Fondul Proprietatea's financial assets in the form of shares (traded on a regulated market or not admitted to trading) as reflected in the net asset value report of Fondul Proprietatea as at 31 December 2023.

4.  The approval of:

(a)     The date of 29 February 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; and of

The date of 1 March 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 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 sub-delegate, 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.

***

GENERAL INFORMATION WITH RESPECT TO THE EGM

The right to include new items on the agenda. The right to present drafts of resolutions for the items included on the agenda or for the items proposed for inclusion on the agenda

In accordance with the provisions of Article 117^1, paragraph (1) of Companies' Law no. 31/1990, Article 105 paragraph (3) of Issuers' Law, Article 189 of Regulation no. 5/2018 and the provisions of Article 13, paragraph (5) of the Constitutive Act, one or several shareholders representing individually or jointly at least 5% of the Company's share capital may request the Sole Director the introduction of additional items on the agenda of the EGM and/or the presentation of draft resolutions for the items included or proposed to be included on the agenda of the EGM.

These requests must comply, cumulatively, with the following requirements:

a)   in the case of natural person shareholders, they must be accompanied by copies of the shareholders' identity documents (the identity documents presented by the shareholders must allow their identification in the Company's registry of shareholders kept by Depozitarul Central SA), and in the case of legal entity shareholders, they must be accompanied by:

§ the original or a true copy of the up-to-date findings certificate issued by the Trade Registry (in Romanian "certificat constatator") or any other document, in original or true copy, issued by a competent authority of the state where the shareholder is duly incorporated, all being no older than twelve (12) months as from the date of the EGM convening notice publication in the Official Gazette of Romania, allowing for the identification thereof in the Company's registry of shareholders kept by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the Shareholders' Registry issued by Depozitarul Central SA; however, if the shareholder did not inform in a timely manner Depozitarul Central SA of its legal representative (so that the shareholders' registry at the Reference Date reflect that), then the findings certificate/similar documents mentioned above must comprise the capacity of legal representative of the shareholder;

§ the documents attesting the legal representative capacity drafted in a foreign language other than English shall be accompanied by their translation into Romanian or English performed by a certified translator. The Company shall not request that the documents attesting the shareholder's legal representative capacity be notarised or apostilled.

b)   they must be accompanied by a justification and/or a draft resolution proposed for passing, and

c)   they must be sent in original, signed, to and registered at the Company's headquarters in Bucharest, 76-80 Buzești Street, 7^th floor, 1^st district, postal code 011017, Romania by any type of courier service with proof of delivery or by e-mail at [e-mail] with incorporated extended electronic signature as per Law no. 455/2001 on the electronic signature, republished ("Law no. 455/2001") by 15 January 2024, 5:00 PM (Romanian time).

In order to identify and prove the shareholder capacity of a person making proposals to supplement the agenda (or addressing questions according to Article 117^2 paragraph (3) of Companies' Law and with Article 198 of Regulation no. 5/2018), the Company may request such person to provide a statement indicating the shareholder capacity and the number of shares held.

Information materials and questions related to the agenda

Each shareholder, irrespective of how many shares he/she/it owns from the Company's share capital, has the right to ask questions regarding the issues on the agenda of the general meeting. The questions shall be sent to the Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7^th floor, 1^st District, postal code 011017 or to [e-mail], so that they are received by the Company by 9 February 2024, 11:00 AM (Romanian time), for the purpose of good process and preparation of the general meeting. Shareholders who did not submit the questions by 9 February 2024, 11:00 AM (Romanian time), can address the questions during the general meeting. The Company shall answer the questions asked by the shareholders during the meetings; the questions may be answered as well on the Q&A section of the website of the Company: www.fondulproprietatea.ro.

The identification requirements mentioned above in the section on supplementing the agenda are also applicable to a natural person shareholder and/or the legal representative of a legal entity addressing questions regarding the items on the agenda of the EGM.

Commencing with the date of publication of this convening notice in the Official Gazette of Romania, the general procedure for organizing general shareholders meetings (including the procedure for voting through a representative with a special/general power of attorney, the procedure which allows voting by correspondence or electronic voting via the eVote platform, the procedure regarding secret vote, if applicable), the templates of special and general power of attorney to be used for voting by representative by special/general power of attorney, and the templates to be used for voting by correspondence shall be available on working days at the Company's headquarters in Bucharest, 76-80 Buzeşti St., 7^th floor, 1^st District, postal code 011017, Romania, from 9:00 AM to 5:00 PM (Romanian time), as well as on the official website of the Company: www.fondulproprietatea.ro.

Commencing with one (1) month before the day of the meetings, all the other information materials regarding the items included on the agenda of the EGM, including the draft resolutions proposed to be passed within the meeting, shall be available at the same coordinates above-mentioned. The shareholders of the Company may receive, upon request, copies of the documents related to the issues on the agenda of the EGM.

The attendance and voting to the General Meetings

Global Depositary Receipts Holders

In accordance with Regulation no. 4/2013, the persons holding Global Depositary Receipts (GDRs) (issued based on the shares issued by FP) at the Reference Date can vote within EGM through the means of the Issuer of the GDRs (i.e. The Bank of New York Mellon - Issuer of the GDRs) which will have the quality of shareholder within the meaning and for the application of the provisions of Regulation no. 5/2018 and Issuers' Law.

The Issuer of the GDRs is fully responsible for the correct, complete and on time information of the GDR holders, with the observance of the provisions comprised in the GDR issuance documents, with respect to the documents and supporting materials correspondent to the EGM made available by FP.

The Issuer of the GDRs will vote in the EGM in accordance and within the limits of the instructions of the GDR holders (having this quality at the Reference Date), as well as with the observance of the provisions comprised in the GDR issuance documents.

For computing the quorum of EGM, it will be taken into account only those supporting shares for which the Issuer of the GDRs cast a vote (including "abstention" votes) in accordance with the instructions of the GDR holders above-mentioned. The Issuer of the GDRs will inform FP about the percentage of the voting rights corresponding to the supporting shares for which it will cast votes until 9 February 2024, 11:00 AM (Romanian time).

The GDR holders will send to the entity where he/she/it has opened with the GDR account his/her/its voting instructions with respect to the agenda points of EGM, so that this information may be send to the Issuer of the GDRs. The above-mentioned documents may be sent by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail].

The Issuer of the GDRs is fully responsible for taking all necessary measures so that the entity keeping record of the GDR holders, intermediaries involved in custodian services for the GDR holders and/or any entities involved in the evidence of the GDR holders, to report the voting instructions of the GDR holders with respect to the points of the EGM.

Shareholders

The shareholders registered in the register of shareholders on the Reference Date may attend the EGM and vote as follows.

a)   within the EGM - direct vote;

b)   by correspondence; or

c)   by electronic voting, via the eVote platform.

Voting within the EGM

Direct vote

Shareholders may exercise the direct (personal) vote after proving their identity:

a)      in the case of natural persons who are sole shareholders - by presenting the identity card; identity cards submitted by shareholders must allow for their identification on the Company's shareholders registry as at the Reference Date issued by Depozitarul Central SA;

b)      in the case of natural persons who are collective shareholders - by observing the provisions described by the Procedure regarding the organization and holding of General Meetings of Shareholders available on the Company's website (Special conditions regarding collective natural person shareholders);

c)      in the case of legal entity shareholders, by presenting:

§ an original or a true copy of the up-to-date findings certificate issued by the Trade Registry (in Romanian "certificat constatator") or any other document, in original or true copy, issued by the competent authority of the state where the shareholder is duly incorporated, all being no older than twelve (12) months as from the date when the general meeting convening notice was published in the Official Gazette of Romania, allowing for identification thereof on the Company's shareholders registry on the Reference Date issued by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the Shareholders' Registry issued by Depozitarul Central SA at the Reference Date; however, if the shareholder did not inform in a timely manner Depozitarul Central SA of its legal representative (so that the shareholders' registry at the Reference Date reflect that), then the findings certificate/similar documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be proven by the appointment decree issued by the President of Romania;

§ the identity card or passport of the legal representative (identity document or identity card for Romanian citizens or passport for foreign citizens).

For all above-mentioned cases, documents presented in a foreign language (except for identity cards valid on the territory of Romania, in Latin characters) will be accompanied by their translation into Romanian or English, save for documents attesting the legal representative's capacity drafted in a foreign language other than English which shall be accompanied by their translation into Romanian or English performed by a certified translator. The Company shall not request that the documents attesting the shareholder's legal representative capacity be notarised or apostilled. The above-mentioned documents may be sent by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail].

The Fund Manager kindly asks shareholders to follow the Company's website and the Bucharest Stock Exchange website as it will announce any updates on this matter by means of current reports.

Power of attorney

Shareholders may delegate other persons, except for the Fund Manager or its employees, Board of Nominees members, to represent them and vote in EGM based on a special or a general power of attorney described below as follows. For more details, please refer to the Procedure regarding the organization and holding of General Meetings of Shareholders available on the Company's website.

In case a shareholder is represented by a credit institution rendering custodian services, the latter may vote in the general shareholders' meeting based on and within the limits of the voting instructions received by electronic means, without being necessary that a special or general power of attorney to be drafted, provided that the said custodian credit institution submits to the Company a self-liability statement, signed by the bank's legal representative(s), stating (i) the name of the shareholder, written clearly, for which the credit institution votes in the EGM, and (ii) the fact that the credit institution renders custodian services for that respective shareholder. The said statement will have to be submitted in original with the Company, signed, and, if the case, stamped, or by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail] until 9 February 2024, 11:00 AM (Romanian time).

Vote by representative holding a special power of attorney

A special power of attorney may be given for a single shareholders' meeting, as this EGM and shall contain specific voting instructions for this particular meeting with a clear indication of the voting option for each item on the agenda of the general meeting. The representation of shareholders in the EGM may be conducted by representatives by duly filling in and signing the template for the special power of attorney. The representation may be conducted both by other shareholders and by third parties. Shareholders lacking exercise capacity or with limited exercise capacity may provide other persons with a special power of attorney.

The special power of attorney shall be sent either (i) in original, to the Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7^th floor, 1^st District, postal code 011017, Romania, or (ii) by e-mail with extended electronic signature incorporated in accordance with Law no. 455/2001, at: [e-mail], so that it is received by the Company by 9 February 2024, 11:00 AM (Romanian time).

Documents accompanying the special power of attorney:

a)   for natural person shareholders - copy of the shareholder's identity card, allowing for identification thereof on the Company's shareholders registry on the Reference Date issued by Depozitarul Central SA and a copy of the identity card of the representative (identity document or identity card for Romanian citizens or passport for foreign citizens);

b)   in case of collective natural person shareholders, by observing the provisions described by the Procedure regarding the organization and holding of General Meetings of Shareholders available on the Company's website (Special conditions regarding collective natural person shareholders);

c)   for legal entity shareholders:

§ original or true copy of the up-to-date findings certificate issued by the Trade Registry (in Romanian "certificat constatator") or any other document, in original or true copy, issued by a competent authority of the state where the shareholder is duly incorporated, all being no older than twelve (12) months as from the date when the general meeting convening notice was published in the Official Gazette of Romania and allowing identification thereof on the Company's shareholders registry on the Reference Date issued by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the Shareholders' Registry issued by Depozitarul Central SA at the Reference Date; however, if the shareholder did not inform in a timely manner Depozitarul Central SA of its legal representative (so that the shareholders' registry at the Reference Date reflect that), then the findings certificate/similar documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be proven by the appointment decree issued by the President of Romania; and

§ copy of the identity card of the representative (the person especially delegated) (identity document or identity card for Romanian citizens or passport for foreign citizens).

Documents drafted in a foreign language (except for identity cards valid on the territory of Romania, in Latin characters) will be accompanied by their translation into Romanian or English, save for the documents attesting the legal representative capacity drafted in a foreign language other than English which shall be accompanied by their translation into Romanian or English performed by a certified translator. The Company shall not request that the documents attesting the shareholder's legal representative capacity be legalized or apostilled. The above-mentioned documents may be sent by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail].

A special power of attorney template:

a)      shall be made available to the shareholders by the Company at the same coordinates and under the same conditions as the information materials;

b)      shall be updated by the Company if new items are added to the EGM agenda and shall be published on the Company's website in its updated form;

c)      shall be filled in by the shareholder in three counterparts: one for the shareholder, one for the representative, and one for the Company.

If during the general meeting of shareholders certain items which were not included on the published convening notice are being discussed, in accordance with the legal provisions, the representative may vote on these items according to the interest of the represented shareholder.

Generally, a shareholder may mandate only one proxy to represent him/her/it at the EGM. However, the special power of attorney may nominate other person(s) as substitutes empowered to represent the shareholder at the EGM in case the said main proxy would be in impossibility to exercise his/her mandate. The special power of attorney must provide the order under which the said substitutes vote in case the proxy does not attend the EGM.

Vote by representative holding a general power of attorney

In opposition with the special one, the general power of attorney allows the proxy to vote on behalf of the shareholder in any aspect on the agenda of one or more companies identified in the power of attorney, individually or by general reference to a certain category of issuers, including disposal acts. The shareholder may grant a valid proxy for a period which shall not exceed three (3) years, unless the parties have expressly provided for a longer period.

For the mandate's validity, the proxy must be either an intermediary (in accordance with Article 2 para. (1) point (19) of Issuer's Law) or an attorney at law for whom the shareholder is a client.

Also, the proxy should not be in a conflict of interest situation, such as:

a)   It is a majority shareholder of FP, or of another entity, controlled by that respective shareholder;

b)   It is a member of an administration, management or supervisory body of FP, of a majority shareholder or of another entity, controlled by that respective shareholder;

c)   Is an employee or auditor of FP or of a majority shareholder or of another entity, controlled by that respective shareholder;

d)   Is a spouse or relative (up to, and including, fourth degree filiation) of one of the individuals mentioned above.

The proxy cannot be replaced by another person unless this right was expressly conferred to him/her by the shareholder in a power of attorney. If the proxy is a legal entity, then the latter may carry out the general mandate through any of member of its administration/management body or of one of its employees. These provisions do not affect the right of the shareholder to designated by a power of attorney one or more alternate proxies, according to the regulations described above regarding special proxies.  

In view of the EGM, and before their first use, the general power of attorneys are to be sent to the Company's headquarters in Bucharest, 76-80 Buzeşti Street, 7^th floor, 1^st District, postal code 011017 so that it is received by the Company by 9 February 2024, 11:00 AM (Romanian time), in copy, certified as being the same with the original by the proxy or by e-mail with incorporated extended electronic signature as per Law no. 455/2001, to [e-mail]. The said copies are retained by FP, and a mention of this is inserted in the minutes of the general shareholders' meeting. 

Documents accompanying the general power of attorney:

a)   proof that the proxy is an intermediary in accordance with Article 2 para. (1) point (19) of Issuer's Law or an attorney at law, and that the shareholder is the proxy's client;

b)   for natural person shareholders - copy of the shareholder's identity card, allowing for identification thereof on the Company's shareholders registry issued by Depozitarul Central SA and a copy of the identity card of the representative (identity document or identity card for Romanian citizens or passport for foreign citizens);

c)   in case of collective natural person shareholders, by observing the provisions described by the Procedure regarding the organization and holding of General Meetings of Shareholders available on the Company's website (Special conditions regarding collective natural person shareholders);

d)   for legal entity shareholders:

§ original or true copy of the up-to-date findings certificate issued by the Trade Registry (in Romanian "certificat constatator") or any other document, in original or true copy, issued by a competent authority of the state where the shareholder is duly incorporated, all being no older than twelve (12) months as from the date when the general meeting convening notice was published in the Official Gazette of Romania and allowing identification thereof on the Company's shareholders registry  issued by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the Shareholders' Registry issued by Depozitarul Central SA; however, if the shareholder did not inform timely Depozitarul Central SA of its legal representative (so that the shareholders' registry at the reference date reflect that), then the findings certificate/similar documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance the capacity of legal representative shall be proven by the appointment decree issued by the President of Romania; and

§ copy of the identity card of the representative (the proxy) (identity document or identity card for Romanian citizens or passport for foreign citizens).

Documents drafted in a foreign language (except for identity cards valid on the territory of Romania, in Latin characters) will be accompanied by their translation into Romanian or English, save for the documents attesting the legal representative capacity drafted in a foreign language other than English which shall be accompanied by their translation into Romanian or English performed by a certified translator. FP shall not request that the documents attesting the shareholder's legal representative capacity be legalized or apostilled. The above-mentioned documents may be sent by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail].

The Company accepts a general a general power of attorney given by a shareholder, as a client, to an intermediary or to a lawyer, without requiring additional documents relating to that shareholder, if the general power of attorney is signed by that shareholder and is accompanied by an own responsibility statement given by the legal representative of the intermediary or by the lawyer who has received the general power of attorney, indicating that:

a)   the shareholder is a client of the proxy;

b)   the general power of attorney is signed by that respective shareholder (ink signed or through an extended electronic signature, as the case may be).

The said statement must be submitted in original at FP's headquarters or by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail] (in the same time with the general power of attorney and at the same coordinates as indicated in this convening notice) signed by the intermediary/attorney at law (without other criteria being necessary as pertaining with its form). 

A template of the general power of attorney for EGM shall be made available to the shareholders by the Company at the same coordinates and under the same conditions as the information materials. The Company does not impose the use of the said forms.

Vote by correspondence

The vote of the shareholders at the EGM can also be expressed by correspondence, by duly filling in and signing the forms for the vote by correspondence.

The ballots by correspondence will be sent either (i) in original, personally, by representative or by any form of courier service with proof of delivery, to the Company's headquarters in Bucharest, 76-80 Buzeşti St., 7^th floor, 1^st District, postal code 011017, Romania or (ii) by e-mail with the extended electronic signature incorporated in accordance with Law no. 455/2001, at [e-mail], so that they are received by the Company by 9 February 2024, 11:00 AM (Romanian time).

Documents accompanying ballot papers:

a)   for natural person shareholders - copy of identity card, allowing for identification thereof in the Company's shareholders registry on the Reference Date issued by Depozitarul Central SA and, if such be the case, a copy of the identity card of the legal representative (in the case of natural persons lacking exercise capacity or with limited exercise capacity) (identity document or identity card for Romanian citizens or passport for foreign citizens) along with the proof of legal representative capacity;

b)   in case of collective natural person shareholders by observing the provisions described by the Procedure regarding the organization and holding of General Meetings of Shareholders available on the Company's website (Special conditions regarding collective natural person shareholders);

c)   for legal entity shareholders:

§ original or true copy of the up-to-date findings certificate issued by the Trade Registry (in Romanian "certificat constatator") or any other document, in original or true copy, issued by a competent authority of the state where the shareholder is duly incorporated, all being no older than twelve (12) months as from the date of the general meeting convening notice was published in the Official Gazette of Romania, allowing for the identification thereof in the Company's shareholders registry on the Reference Date issued by Depozitarul Central SA;

§ the capacity of shareholder's legal representative shall be taken from the Shareholders' Registry issued by Depozitarul Central SA at the Reference Date; however, if the shareholder did not inform in a timely manner Depozitarul Central SA of its legal representative (so that the shareholders' registry at the Reference Date reflect that), then the findings certificate/similar documents mentioned above must comprise the capacity of legal representative;

§ for the Ministry of Finance, the capacity of legal representative shall be proven by the appointment decree issued by the President of Romania.

Documents in a foreign language (except for identity cards valid on the territory of Romania, in Latin characters) will be accompanied by their translation into Romanian or English, save for the documents attesting the legal representative drafted in a language other than English which shall be accompanied by their translation into Romanian or English performed by a certified translator. FP shall not request that the documents attesting the shareholder's legal representative capacity be legalized or apostilled. The above-mentioned documents may be sent by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001, at [e-mail].

A ballot template for voting by correspondence:

a)      shall be made available to the shareholders by the Company at the same coordinates and under the same conditions as the information materials and the forms for the special powers of attorney;

b)      shall be updated by the Company if new items are added to the EGM agenda and shall be published on the Company's website in its updated form.

If a shareholder voted by sending a ballot paper by correspondence, but then attends the EGM either personally or through a proxy (provided a special/general power of attorney has been submitted under the conditions above-mentioned), the correspondence vote shall be annulled and only the direct or the vote expressed through the proxy shall be taken into consideration.

If the person representing the shareholder at the general shareholders' meeting is other than the person who expressed the correspondence vote, then for its validity, the proxy must present at the general meeting a written revocation of the correspondence vote, signed by the shareholder or by the representative who expressed the correspondence vote. This will not be applicable if the shareholder or its legal representative is present at the general meeting.

Voting by correspondence may be expressed by a representative only if he/she:

a) has received from the shareholder that he/she represents a special/general power of attorney; or

b) the representative is a credit institution providing custody services.

The general procedure for the organisation of general meetings (which shall be available at the same coordinates and in the same conditions as the information materials) details the procedure allowing both the vote by representative with special/general power of attorney, vote through a custodian bank and the vote by correspondence, and the shareholders must comply with the said procedure. Special/General powers of attorney and ballots for voting by correspondence must be signed by all the natural person collective shareholders or their legal representatives (in the case of natural persons lacking exercise capacity or with limited exercise capacity), who shall assume both their capacity (proven by means of evidentiary documents attached to the special/general power of attorney/ballot) and the signature authenticity.

The checking and validation of the special/general powers of attorney submitted, as well as the centralization, checking, validation, and records of the votes by correspondence shall be performed by a commission established within the Company, whose members shall safely keep these documents, as well as the confidentiality of the votes thus expressed. Powers of attorney and voting ballots shall also be checked by the EGM secretary. In the event that the agenda is supplemented, and the shareholders fail to send the updated special powers of attorney and/or ballots for voting by correspondence, the special powers of attorney and ballots sent prior to the supplementation of the agenda shall be considered only with reference to the items therein which are also found on the supplemented agenda. All discussions held during the EGM are audio recorded. If participants want to obtain a copy of the recordings, these will be available at the FP registered office, in exchange for a fee (the cost will not exceed the value of expenses incurred by FP in relation to transferring the audio recording to material support), within thirty (30) days after the EGM date. Additional information may be obtained from the Department for Shareholders' Relations at the telephone number + 40 21 200 96 28 (or through reception at + 40 21 200 96 00; fax: [phone]; e-mail: [e-mail]) and on the Company's website: www.fondulproprietatea.ro.

After the EGM, the shareholder or a third party appointed by the shareholder may obtain from the Company, at least upon request, a confirmation of recording and counting of votes by the Company. The request of such confirmation may be asked for within one (1) month as of the voting date. In this case, the Company will send the shareholder an electronic confirmation of recording and counting of votes, according to the provisions of article 97 para. (3) of Issuers' Law and of article 7 para. (2) of CE Regulation 1212/2018, in the format set out in Table 7 of Annex to the CE Regulation 1212/2018.

Electronic voting via the eVote platform

The shareholders registered at the Reference Date on the list of the Company's shareholders issued by Depozitarul Central SA may vote by electronic means via the eVote platform, in accordance with the provisions of Art. 197 of Regulation no. 5/2018.

Electronic voting may be used exclusively before the EGM, at least 48 hours before the EGM, namely until 9 February 2024, 11:00 AM (Romanian time), by accessing fp.evote.ro, using any available devices (e.g. computer, laptop, smartphone, tablet, etc.) connected to internet.

In order to comply with the above-mentioned deadline, shareholders should consider that before exercising their voting rights via the eVote platform they have to complete the enrolment process described below and their voting account has to be validated by the Company. While shareholders who are natural persons have to complete the enrolment process only once and update their information whenever necessary, shareholders that are legal persons / entities without legal personality have to complete it with respect to each GSM. In case the voting account is not validated as to enable a shareholder to exercise its voting right at least 48 hours before the EGM, shareholders may vote using one of the voting methods provided by art. 105 para (19) of Issuers' Law (i.e., within the EGM, directly or by representative, or by correspondence).

The enrolment can be done using the following methods:

§ directly via the eVote platform; or

§ via the Investors Enrolment online platform of Depozitarul Central SA (available only for shareholders that are natural persons, Romanian residents).

For identification and access on the platform for electronic voting before the EGM, shareholders will provide the following information:

A. For shareholders who are natural persons:

i. name and surname;

ii. personal identification number;

iii.   e-mail address;

iv.  copy of the identity document (e.g. identity card, passport or residence permit); the electronic copy of the relevant identity document will be uploaded in the dedicated online field, in one of the following extensions: .jpg, .pdf, .png;

v.   phone number (optional); or

vi.  they can connect directly using the access credentials generated following identification through the Investor Enrolment platform developed by Depozitarul Central SA: https://www.roclear.ro/Inrolare-Investitori, available only for Romanian residents.

B. For shareholders that are legal persons / entities without legal personality:

i.    the name of the legal person;

ii.    unique registration code (CUI) / legal entity identifier (LEI);

iii.   the name and surname of the legal representative;

iv.  the personal identification number of the legal representative;

v.   e-mail address;

vi.  copy of the identity document of the legal representative (e.g., identity card, passport or residence permit); the electronic copy of the relevant identity document will be uploaded in the dedicated online field, in one of the following extensions: .jpg, .pdf, .png;

vii.  if the shareholder has not informed on time Depozitarul Central SA about its legal representative or this information is not updated in the shareholders' register of FP, then the capacity of legal representative shall be attested based on an up to date excerpt issued by the Trade Registry or based on any other document issued by a competent authority from the country where the shareholder is registered, in original or certified copy, no older than twelve (12) months as from the date when the general meeting convening notice was published in the Official Gazette of Romania; the electronic copies of the relevant documents will be uploaded in the dedicated online field, in one of the following extensions: .jpg, .pdf, .png;

viii. for the Ministry of Finance the capacity of legal representative shall be proven by the appointment decree issued by the President of Romania

ix.  phone number (optional).

Electronic voting via the eVote platform may not be exercised via representative (proxy), neither based on a general nor a special power of attorney.

The platform contains voting options for each and all items on the agenda. Electronic voting is exercised by ticking a voting option "for" or "against" or to mention "abstention", followed by pressing the "register vote" button. Votes marked in the platform without pressing the "register vote" button will not be taken into account.

During the period when electronic voting via the eVote platform is available, the electronic voting bulletin can be filled in and rectified by the shareholder as many times as it deems appropriate. Only the last expressed option existing in the web application will be taken into consideration. After the expiry of the period designated for electronic voting, as indicated in the convening notice and/or subsequent announcements, such method cannot be used anymore.

The platform for electronic voting will allow the subsequent verification of the way in which the vote was exercised in the EGM and, at the same time, ensure possibility that every shareholder participating to the EGM can verify its vote.

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

By:    ___________

         Johan Meyer,

Permanent Representative

 

END