Supplemented Convening notice 18 August 2023 OGSM

Fondul Proprietatea S.A.

01 August 2023

 

To:          Bucharest Stock Exchange                 Financial Supervisory Authority                London Stock Exchange Current report according to Article 234 para. (1) letter b) 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: Supplemented convening notice of the Ordinary General Meeting of Shareholders of Fondul Proprietatea S.A. to be held on 18 August 2023 Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director (the "Fund Manager") of Fondul Proprietatea SA ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening notice of Fondul Proprietatea's Ordinary Meeting of Shareholders to be held on 18 August 2023 ("OGM"), supplemented by adding a new item 2 on the OGM agenda, as requested by the MINISTRY OF FINANCE, which holds more than 5% of Fondul Proprietatea's share capital, as the request was described in the Company's current report of 28 July 2023. With respect to the first two items on the OGM agenda, the Fund Manager would like to clarify that only one of the two items can be implemented and consequently shareholders should vote in favour of only one of the items. The above clarification is based on the following considerations: (i)     The Extraordinary General Shareholders' Meeting Resolution no. 3 made on 15 November 2022 approved that the amounts resulting from the partial or entire sale of the package of shares held by the Company in SOCIETATEA DE PRODUCERE A ENERGIEI ELECTRICE IN HIDROCENTRALE "HIDROELECTRICA" S.A. (the "Shares") further to the initial public offering (the "Offer/ "IPO") shall be distributed to the Company's shareholders as special dividend within 3 months of the collection of that amount by the Company (the "November EGM Resolution"); (ii)      Further to the IPO, the Company collected gross proceeds of RON 8,064,301,072 following the setttlement of the Offer comprised of 78,007,110 Shares sold by the Company, excluding any Over-Allotment Option, as announced through the current report on 10 July 2023 - https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2023/IPO%20Hidro%20Settlement.pdf ; (iii)      On 12 July 2023, the Fund Manager published the convening notice for the OGM whereby it proposed the distribution of a dividend of RON 1.4942 per share payable from the proceeds set out under paragraph (ii) above, i.e. RON 8,064,301,072; (iv)      Following the exercise by the Stabilisation Agent (as defined in the Offer prospectus) of the option (the "Over-Allotment Option") representing 11,701,067 Shares as announced through the current report on 19 July 2023 https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2023/End%20of%20Stabilization%20H2O.pdf, the Company collected additional gross proceeds of RON 1,216,910,968, which, together with the gross proceeds of RON 8,064,301,072 set out under paragraph (ii) above represent a TOTAL amount of gross proceeds of RON 9,281,212,040 following the sale of the all the Shares held by the Company in Hidroelectrica; (v)    The item added on the OGM agenda further to the request of the Ministry of Finance includes the proposal for the distribution of a dividend of RON 1.7225 per share payable from the TOTAL proceeds following the sale of  all the Shares held by the Company in Hidroelectrica, i.e. RON 9,281,212,040 (as announced through the current report on 28 July 2023 - https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/investor-reports/2023/request%20supplement%20OGSM.pdf ). As such, the two dividends proposed cannot be cumulated as only one of the two dividends can be paid by the Company based on the available retained earnings and available cash. 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: 1 August 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

SUPPLEMENTED CONVENING NOTICE

OF THE ORDINARY 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 3,233,269,110.76 (the "Company"/"Fondul Proprietatea"/"FP"),

Considering

§ The convening notice for the 18 August 2023 Ordinary General Meeting of Shareholders of Fondul Proprietatea published in the Official Gazette of Romania, Part IV no. 3142 of 14 July 2023 and in "Adevărul" newspaper number 621 of 14 - 16 July 2023;

§ The request of the shareholder Ministry of Finance, which holds more than 5% of the share capital of Fondul Proprietatea, to supplement the agenda of the Ordinary General Shareholders Meeting of Fondul Proprietatea on 18 August 2023 by introducing a new item;

§ 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 Company's Constitutive Act;

The agenda of the Ordinary General Meeting of Shareholders of Fondul Proprietatea convened for 18 August 2023, 11:00 AM (Romanian time), at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas I Room, 1^st District, Bucharest, 010065, Romania (OGM) is supplemented with a new item no. 2 and renumbered.

Only the persons registered as shareholders of the Company on 3 August 2023 (the Reference Date) in the register of shareholders kept by Depozitarul Central S.A. have the right to participate and vote at the OGM.

Thus, the agenda of the 18 August 2023 Ordinary General Meeting of Shareholders of Fondul Proprietatea will have the following content:

1.   The approval of the payment of a special dividend with a gross value of RON 1.4942 per share from the retained earnings according to the latest available audited financial statements. The payment will be made out of the proceeds from the initial public offering of shares held by Fondul Proprietatea in SPEEH Hidroelectrica S.A., in accordance with the supporting documentation. The shareholders approve that the payment of the dividends to start on the Payment Date of this OGM (as defined at point 2 of this OGM) to the persons registered as shareholders of Fondul Proprietatea on the Registration Date (as defined at point 2 of this OGM). Treasury shares do not constitute dividend entitlement. 

2.   The approval of the payment of a special dividend in gross amount of RON 1.7225 per share resulting from collections, amounting to RON 9,281,212,040 resulting from the initial public offer of shares held by Fondul Proprietatea in SPEEH Hidroelectrica S.A. The distribution of collections resulting from the sale of SPEEH Hidroelectrica S.A. shares as special dividends was approved during the Extraordinary General Meeting of Shareholders of Fondul Proprietatea, according to Resolution no. 3/15.11.2022, item I.

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

3.   The approval of:

(a)      The date of 7 September 2023 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 8 September 2023 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; and of

The date of 29 September 2023 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 be substituted, of Johan Meyer to sign the shareholders' resolutions, as well as any other documents in connection therewith, and to carry out all procedures and formalities set out by law for the purpose of implementing the shareholders' resolution, including formalities for publication and registration thereof with the Trade Registry or with any other public institution.

***

GENERAL INFORMATION WITH RESPECT TO THE OGM

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 Company's Constitutive Act, one or several shareholders representing individually or jointly at least 5% of the Company's share capital may request the Sole Director of the Company the introduction of additional items on the agenda of the OGM and/or the presentation of draft resolutions for the items included or proposed to be included on the agenda of the 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 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 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. The same identification requirements mentioned above shall also be applicable to the legal representative of the shareholders addressing questions regarding the items on the OGM agenda.

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

c)   they must be sent 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 (bearing the signature of the shareholders or, as the case may be, their legal representatives) or by e-mail at [e-mail] by 31 July 2023, 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 in 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 16 August 2023, 11:00 AM (Romanian time), for the purpose of good process and preparation of the general meeting. Shareholders who did not submit the questions until 16 August 2023, 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 OGM.

Commencing with the date of publication of this convening notice in Official Gazette of Romania, the general procedure for organizing general meetings (including the procedure for voting through a representative with a special/general power of attorney, the procedure which allows voting by correspondence, the procedure regarding secret vote), 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 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 OGM.

The attendance and voting to the General Meetings of Shareholders

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 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 OGM made available by FP.

The Issuer of the GDRs will vote in the 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 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 16 August 2023, 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 the 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 on the electronic signature, republished, 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 OGM.

Shareholders

The shareholders registered in the shareholders registry on the Reference Date may attend the OGM and vote as follows.

a)   in person, within OGM - direct vote;

b)   through a representative with a special or general power of attorney; or

c)   by correspondence.

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 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 on the electronic signature, republished, 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 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 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 on the electronic signature, republished, at [e-mail] until 16 August 2023, 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 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 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 on the electronic signature, republished, at: [e-mail], so that it is received by the Company by 16 August 2023, 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 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 on the electronic signature, republished, 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 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 OGM. However, the special power of attorney may nominate other person(s) as substitutes empowered to represent the shareholder 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 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) 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 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 they are received by the Company by 16 August 2023, 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 on the electronic signature, republished, 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 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 on the electronic signature, republished, at [e-mail].

The Company accepts 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 or by e-mail with incorporated extended electronic signature in accordance with Law no. 455/2001 on the electronic signature, republished, [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 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 using the forms for voting by correspondence

The vote of the shareholders at the 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 on the electronic signature, republished, at [e-mail], so that they are received by the Company by 16 August 2023, 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 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 on the electronic signature, republished, 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 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 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 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 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 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 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.

SOLE DIRECTOR

Franklin Templeton International Services S.à r.l.

By:    ___________

         Johan Meyer,

Permanent Representative

 

END