Update on the public tender offer process

Fondul Proprietatea S.A.

09 August 2024

 

Current report according to art. 234 (1) (r) of the Financial Supervisory Authority's Regulation no. 5/2018 on issuers of financial instruments and market operations and as well as to art. 99 (s) of the Code of the Bucharest Stock Exchange Market Operator, Title II, Issuers and Financial Instruments Major events to report: Update on the tender offer process under the buy-back programme Further to the current report published on 24 July 2024, Franklin Templeton International Services S.À R.L., as alternative investment fund manager and sole manager ("AIFM/Manager") of Fondul Proprietatea S.A. (the "Fund"), wishes to inform shareholders that, following (i) the issuance by the Financial Supervisory Authority (the "FSA") of the authorization of the share capital decrease approved by Resolution no. 3 dated 30 April 2024 of the Extraordinary General Meeting of Shareholders of the Fund and (ii) the FSA's interpretation of Article 29 (4) of Law no. 243/2019, as amended by Emergency Ordinance no. 71/2024, according to which the buy-back programme approved by Resolution no. 1 of 13 February 2024 of the Extraordinary General Meeting of the Shareholders of the Fund is limited to 10% of the share capital resulting from the decrease referred to in item (i), has filed today with the FSA the amendment to the Tender Offer documentation, mainly with regard to the number of shares that the Fund intends to repurchase, namely up to 269,000,000 shares (both in the form of shares and GDRs). It is anticipated that the full details of the Offer, including the price, will be announced if and when the Offer is implemented and if and when approval from the FSA is obtained, which approval is expected to be received within 10 business days, in accordance with applicable regulations. Important note to shareholders and investors The submission of the request for approval of the tender offer announced by this report is not a guarantee that the Fund will actually carry out the tender offer; the Fund's decision to commence the tender offer will depend on a number of factors (including market conditions and FSA's approval of the tender offer documentation). Nothing in this announcement shall be deemed to be an obligation of the Fund to implement the tender offer. If the tender offer is commenced, the offer and purchase of shares and GDRs will be conducted exclusively in accordance with the terms and conditions of the tender offer document if and when published. The information contained in this announcement is for information purposes only and is not believed to be complete or final. The information contained in this announcement, or the accuracy or completeness thereof may not be relied upon for any purpose. This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to buy, exchange or subscribe for any securities in any jurisdiction. This announcement does not constitute a prospectus or a document equivalent to a prospectus.  Swiss Capital S.A. together with Auerbach Grayson are acting solely on behalf of the Fund and no one else in connection with the distribution of this document and will not be liable to anyone other than the Fund for providing the protections afforded to their clients. Franklin Templeton International Services S.À R.L., as alternative investment fund manager of FONDUL PROPRIETATEA S.A. Johan MEYER Permanent Representative

Report Date: 9 August 2024 Name of the issuing entity: Fondul Proprietatea S.A. Registered office: Str. Buzeşti nr. 76-80, etaj 7, sector 1, Bucharest, 011017 Phone/Facsimile: Tel.: + 40 212 009 600 Fax: + 40 316 300 048 Email: [e-mail] Internet: www.fondulproprietatea.ro Sole Code of Registration with the Trade Registry Office: 18253260 Registered with the Trade Registry under no.: J40/21901/2005 Subscribed and paid-up share capital: RON 2,947,779,186.56 Number of shares issued and paid up: 5,668,806,128 The regulated market on which the issued securities are traded: Shares on the Bucharest  Stock Exchange GDRs on the London Stock Exchange

 

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