Convening notice of the 30 April 2024 Annual GSM

Fondul Proprietatea S.A.

25 March 2024

 

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 and Ordinary General Meetings of Shareholders of Fondul Proprietatea S.A. to be held on 30 April 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 ("EGM") and Ordinary General Meetings of Shareholders ("OGM") to be held on 30 April 2024, approved by Fondul Proprietatea's Board of Nominees on 25 March 2024, and enclosed in the Annex to this report. Both meetings shall take place at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1st District, Bucharest, 010292, Romania, commencing 11:00 am (Romanian time) in case of EGM and 12:00 pm (Romanian time) in case of OGM. Please note that only the persons registered as shareholders of the Company on 17 April 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 and OGM. Considering the provisions of the Annual Cash Distribution Policy of Fondul Proprietatea, the available cash balance and the ongoing Discount Control Mechanism measures, the Sole Director proposes to shareholders for their approval, as per the General Shareholders Meeting Convening Notice, the value of the gross special dividend of RON 0.06 per share from Retained earnings, subject to the approval by the OGM of Item 5 as set out in the 30 April 2024 OGM agenda, in accordance with the supporting documentation. The Sole Director remains committed to using any cash inflows related to portfolio events occurring during 2024 to further implement the Discount Control Mechanism techniques set out in the Fund's Investment Policy Statement such as by funding the buyback programme, as approved by the Fund's shareholders, and/or by proposing the payment of a potential dividend or potential dividends to the Fund's shareholders (subject to market conditions and any restrictions under Romanian legal or tax regulations and to required shareholders' approval). 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: 25 March 2024 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 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

CONVENING NOTICE OF THE EXTRAORDINARY AND ORDINARY GENERAL MEETINGS 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 30 April 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"), and

The Ordinary General Meeting of Shareholders of Fondul Proprietatea on 30 April 2024, 12:00 PM (Romanian time), at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, 1^st District, Bucharest, 010292, Romania (the "OGM").

Only the persons registered as shareholders of the Company on 17 April 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 and OGM.

I.       The agenda of the EGM is as follows:

1.      The approval of the decrease of the subscribed and paid-up share capital of Fondul Proprietatea, as follows:

The approval of the decrease of the subscribed and paid-up share capital of Fondul Proprietatea by RON 1,098,437,022.28, from RON 2,947,779,186.56 to RON 1,849,342,164.28, pursuant to the cancellation of 2,112,378,889 own shares acquired by Fondul Proprietatea during 2023 through the 14th buy-back programme.

Once the share capital decrease is finalized, the subscribed and paid-up share capital of Fondul Proprietatea shall have a value of RON 1,849,342,164.28, divided in 3,556,427,239 shares, each having a nominal value of RON 0.52 per share. 

The first paragraph of Article 7 of the Constitutive Act of Fondul Proprietatea after the share capital decrease is finalized will be changed as follows.

"(1) The subscribed and paid-up share capital of Fondul Proprietatea is in the amount of RON 1,849,342,164.28, divided in 3,556,427,239 ordinary nominative shares, having a nominal value of RON 0.52 each".

The subscribed and paid-up share capital decrease will take place on the basis of Article 207 paragraph (1) letter c) of Companies' Law no. 31/1990 and will be effective after all the following conditions are met:

(i)      this resolution is published in the Official Gazette of Romania, Part IV for at least two months;

(ii)     Financial Supervisory Authority authorizes the amendment of Article 7 paragraph (1) of the Constitutive Act of Fondul Proprietatea as approved by shareholders during this meeting, where required by applicable law or regulation;

(iii)    the shareholders' resolution for approving this share capital decrease is registered with the Trade Registry.

2.      The approval of the decrease of the legal reserve of Fondul Proprietatea by RON 57,097,985.69 from RON 646,653,823.00, representing 21.94% of the share capital, to RON 589,555,837.31, representing 20.00% of the share capital, as of December 31, 2023.

The amount of RON 57,097,985.69 is transferred to Retained earnings and remains available for future use by shareholders.

3.      The approval of the decrease of the legal reserve of Fondul Proprietatea by RON 219,687,404.45 from RON 589,555,837.31 to RON 369,868,432.86, representing 20.00% of the share capital value after the implementation and effectiveness of the share capital decrease contemplated under item 1 of the 30 April 2024 EGM agenda and subject to (i) the approval by the EGM of item 1 as set out in the 30 April 2024 EGM agenda and (ii) the implementation and effectiveness of the share capital decrease contemplated under item 1 of 30 April 2024 EGM agenda. Following the decrease, the corresponding amount will be transferred to Retained earnings and remain available for future use by shareholders.

4.      The approval of:

(a)     The date of 16 May 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 17 May 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 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.

II.      The agenda of the OGM is as follows:

1.       The presentations of:

(a)     The Alternative Investment Fund Manager of the Performance Report for the period 1 January 2023 - 31 December 2023; and

(b)     The Board of Nominees of its annual report for 2023 financial year, including its Review Report in relation to the Performance Report.

(no vote required)

2.     The approval of the Annual Activity Report of the Sole Director of Fondul Proprietatea for the financial year 2023, including the financial statements for the year ended on 31 December 2023 prepared in accordance with the International Financial Reporting Standards as adopted by the European Union and applying the Financial Supervisory Authority Norm no. 39/ 28 December 2015, including in the format according to provisions of the EU Delegated Regulation 2019/815 of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format), based on the auditor's report (all as presented in the supporting documentation, on the website of Fondul Proprietatea), the ratification of all legal acts concluded, adopted or issued on behalf of Fondul Proprietatea, as well as of any management/administration measures adopted, implemented, approved or concluded during 2023 financial year, along with the discharge of the Sole Director's for any liability for its administration during 2023 financial year.

3.      The approval of the Remuneration Report of Fondul Proprietatea for the 2023 financial year.

(consultative vote)

4.      The approval to cover, from Other reserves, the negative reserves of RON 908,845,063.69 incurred in 2023 financial year derived from the cancelation of the treasury shares acquired during the 13th buy-back programme, in accordance with the supporting materials.

5.      The approval to cover, from various elements of Retained earnings, the accounting loss of RON 904,097,085.75 incurred in 2023 financial year, in accordance with the supporting materials.

6.      The approval of the value of the gross dividend of RON 0.06 per share from Retained earnings, subject to the approval by the OGM of item 5 as set out in the 30 April 2024 OGM agenda, in accordance with the supporting documentation.

The approval for starting the payment of the dividends on 7 June 2024 (the Payment Date of this OGM as defined at item 9 of this OGM) to the persons registered as shareholders of Fondul Proprietatea on 17 May 2024 (the Registration Date as defined at item 9 of this OGM). Treasury shares do not constitute dividend entitlement.

7.      The approval of the additional fee amounting to EUR 27,000 (before VAT) to be paid to Ernst & Young Assurance Services SRL, with its headquarters in Bucharest, 15 -17 Ion Mihalache Blvd., Tower Center Building, 22nd Floor, Sector 1, 011171, Romania, registered with the Trade Registry under no. J40/5964/1999, Sole Registration Number 11909783, in its capacity as the financial auditor of Fondul Proprietatea, and the approval of the corresponding change of the 2024 budget of Fondul Proprietatea, in accordance with the supporting materials.

8.      The approval of:

(a)     The date of 16 May 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 17 May 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.

The date of 7 June 2024 as the Payment Date, in accordance with Article 178 paragraph (2) of Regulation no. 5/2018, computed with the provisions of Article 87 paragraph (2) of Issuers' Law.

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

(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' resolution, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.

***

GENERAL INFORMATION WITH RESPECT TO THE EGM & OGM

Information with respect to the EGM agenda

With respect to item 3 on the EGM agenda, the approval of item 3 on the EGM agenda is subject to (i) the approval by the EGM of item 1 as set out in the EGM agenda and (ii) the implementation and effectiveness of the share capital decrease contemplated under item 1 of EGM agenda.

Item 3 of the EGM agenda will be put to vote during the EGM and the votes casted by correspondence or via eVote platform shall be considered only if item 1 of the EGM agenda is approved by the shareholders.

Information with respect to the OGM agenda

With respect to item 6 on the OGM agenda, the approval of item 6 on the OGM agenda is subject to the approval by the OGM of item 5 as set out in the OGM agenda.

Item 6 on the OGM agenda will be put to vote during the OGM and the votes casted by correspondence or via eVote platform shall be considered only if item 5 of the OGM agenda is approved by the shareholders.

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/OGM and/or the presentation of draft resolutions for the items included or proposed to be included on the agenda of the EGM/OGM.

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/OGM 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 12 April  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 26 April 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 26 April 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/OGM.

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/OGM, 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/OGM.

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/OGM 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/OGM made available by FP.

The Issuer of the GDRs will vote in the EGM/OGM 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/OGM, 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 26 April 2024, 11:00 AM (Romanian time) for documents regarding the EGM and 26 April 2024, 12:00 PM (Romanian time) for documents regarding the OGM.

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 items of EGM/OGM, 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 items of the EGM/OGM.

Shareholders

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

a)   within the EGM/OGM - direct vote;

b)   by correspondence; or

c)   by electronic voting, via the eVote platform.

Voting within the EGM/OGM

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 shareholder 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/OGM 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/OGM, 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 26 April 2024, 11:00 AM (Romanian time) for documents regarding the EGM and 26 April 2024, 12:00 PM (Romanian time) for documents regarding the OGM.

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/OGM, 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/OGM 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 26 April 2024, 11:00 AM (Romanian time) for documents regarding the EGM and 26 April 2024, 12:00 PM (Romanian time) for documents regarding the OGM.

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 shareholder 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/OGM 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/OGM. However, the special power of attorney may nominate other person(s) as substitutes empowered to represent the shareholder at the EGM/OGM 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/OGM.

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) item (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/OGM, 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 26 April 2024, 11:00 AM (Romanian time) for documents regarding the EGM and 26 April 2024, 12:00 PM (Romanian time) for documents regarding the OGM, 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) item (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 shareholder 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/OGM 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/OGM 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 26 April 2024, 11:00 AM (Romanian time) for documents regarding the EGM and 26 April 2024, 12:00 PM (Romanian time) for documents regarding the OGM.

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 shareholder 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/OGM 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/OGM 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/OGM 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/OGM 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/OGM 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/OGM, 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/OGM, at least 48 hours before the EGM/OGM, namely until 26 April 2024, 11:00 AM (Romanian time) for EGM and 26 April 2024, 12:00 PM (Romanian time) for OGM, 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/OGM, shareholders may vote using one of the voting methods provided by art. 105 para (19) of Issuers' Law (i.e., within the EGM/OGM, 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/OGM, 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 shareholder 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/OGM and, at the same time, ensure possibility that every shareholder participating to the EGM/OGM can verify its vote.

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

By:    ___________

         Johan Meyer,

Permanent Representative

 

END