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RCS - Fondul Proprietatea - 29 April 2025 EGM and OGM full text resolutions

Franklin ResourcesAnnouncement

Wed 11:45

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RNS Number : 8321G Fondul Proprietatea S.A. 30 April 2025

To: Bucharest Stock Exchange Report date:

Financial Supervisory Authority 30 April 2025

London Stock Exchange Name of the issuing entity:

Fondul Proprietatea S.A.

Current report according to Article 234 para. (1) letter e) of the Financial
Supervisory Authority Regulation no. 5/2018 on issuers of financial

instruments and market operations, as well as the provisions of Article 99 Registered office:
letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and

Financial Instruments 76-80 Buzesti Street

7(th) floor, district 1,

Important events to be reported: Bucharest, 011017

Shareholders' resolutions (full text) approved by the Extraordinary and
Ordinary General Shareholders' Meetings of Fondul Proprietatea SA held on 29

April 2025 Phone/fax number:

Tel.: + 40 21 200 96 00

Franklin Templeton International Services S.À R.L, as alternative investment Fax: +40 31 630 00 48
fund manager and sole director of Fondul Proprietatea SA ("Fondul Proprietatea

/ the Company / the Fund"), hereby publishes the Shareholders' resolutions
(full text) approved by the Extraordinary and Ordinary General Meetings of

Shareholders of Fondul Proprietatea on 29 April 2025. Email:

office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)

Franklin Templeton International Services S.À R.L. in its capacity of Internet:
alternative investment fund manager and sole director of FONDUL PROPRIETATEA

S.A. www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)

Johan MEYER Sole Registration Code with the Trade Register Office:

Permanent Representative 18253260

Order number in the Trade Register:

J40/21901/2005

Subscribed and paid-up share capital:

RON 1,849,342,164.28

Number of shares in issue and paid-up:

3,556,427,239

Regulated market on which the issued securities are traded:

Shares on Bucharest Stock Exchange

Resolution no. 1 / 29 April 2025

of the Shareholders' Extraordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) District, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Today, 29 April 2025, 11:00 AM (Romanian time), the shareholders of Fondul
Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the
Shareholders' Extraordinary General Meeting ("EGM") of the Fund, at the first
convening, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, 010292,
Romania, the EGM being opened by its Chairman, namely Mr. Johan Meyer, in his
capacity of permanent representative of Franklin Templeton International
Services S.À R.L., a société à responsabilité limitée qualifying as an
alternative investment fund manager under article 5 of the Luxembourg Law of
12 July 2013 on alternative investment fund managers, authorized by the
Commission de Surveillance du Secteur Financier under no. A00000154/21
November 2013, whose registered office is located at 8a, rue Albert
Borschette, L-1246 Luxembourg, registered with the Luxembourg register of
commerce and companies under number B36.979, registered with the Romanian
Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March
2016, in its capacity of alternative investment fund manager and sole director
of Fondul Proprietatea S.A. (the "Sole Director").

Whereas:

§ The convening notice of the EGM was published on the Fund's website
(www.fondulproprietatea.ro) on 14 March 2025, in the Official Gazette of
Romania, Part IV, number 1349 of 19 March 2025 and in Adevărul newspaper
number 9311 of 19 March 2025;

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Emergency Government Ordinance no. 32/2012 on
undertakings for collective investment in transferable securities and
investment management companies, as well as for the amendment and
supplementation of Law no. 297/2004;

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

§ The provisions of Regulation of the Financial Supervisory Authority no.
5/2018 on issuers of financial instruments and market operations, with its
subsequent amendments and supplementations ("Regulation no. 5/2018");

§ The provisions of Law no. 243/2019 on alternative investment funds and for
the amendment and completion of other legislation, with its subsequent
amendments and supplementations ("Law no. 243/2019");

§ The provisions of Regulation of the Financial Supervisory Authority no.
7/2020 on the authorization and operation of alternative investment funds,
with its subsequent amendments and supplementations ("Regulation no. 7/2020");

§ The provisions of COMMISSION IMPLEMENTING REGULATION (EU) 2018/1212 of 3
September 2018 laying down minimum requirements implementing the provisions of
Directive 2007/36/EC of the European Parliament and of the Council as regards
shareholder identification, the transmission of information and the
facilitation of the exercise of shareholders rights ("CE Regulation
1212/2018");

§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),

it is necessary to have a number of shareholders holding at least 25% of the
total voting shares in order to meet the quorum conditions, in the present
EGM, manifesting their vote 725 of shareholders, which represents a number of
919,556,690 voting rights (i.e. 29.2388% of the total voting rights at the
reference date 11 April 2025, i.e. 3,144,988,220; i.e. 25.8562% of the total
number of shares in issue at the reference date 11 April 2025, i.e.
3,556,427,239),

there are met the quorum for holding this meeting and the majority for
shareholders to decide legally, under the legally required majority (according
to art. 115 paragraphs (1)-(2) of the Companies' Law no. 31/1990 and art. 14 I
paragraph (3) letter (a) of the Fund's Constitutive Act).

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

I. The approval of:

(a) the amendment and update of the Fund's business object in
accordance with the Nomenclature of Economic Activities - NACE rev. 3 in line
with the provisions of Order no. 377/2024 regarding the update of the
Nomenclature of Economic Activities - NACE, as follows:

Main domain of activity: Activities of investment funds; mutual funds and
other similar financial entities (NACE Code 643);

Main activity: Activities of money market funds and non-money market funds
(NACE Code 6431); and

Secondary activity: Mutual funds and similar financial institutions (NACE Code
6432).

(b) the amendment of Article 6 of the Fund's Constitutive Act, which
shall be read as follows:

"(1) Fondul Proprietatea has as main object of activity the management and
administration of the portfolio.

(2) The main domain of activity of Fondul Proprietatea is the one described by
CAEN Code 643

- Activities of investment funds; mutual funds and other similar financial
entities.

The main activity is "Activities of money market funds and non-money market
funds" (NACE Code 6431).

The secondary activity is "Mutual funds and similar financial institutions"
(NACE Code 6432).

(3) The business object of Fondul Proprietatea is the following:

a) management and administration of the portfolio;

b) other additional and adjacent activities, according to the regulations in
force."

This item is approved with 892,538,811 votes, representing 97.0619% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a) of the Constitutive Act corroborated with
Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 892,538,811 votes "for";

- 12,764,193 votes "against";

- 2,713,191 abstentions;

- 11,540,495 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the EGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 as the Registration Date, in accordance with Article
176 paragraph (1) of Regulation no. 5/2018, computed with the provisions of
Article 87 paragraph (1) of Issuers' Law.

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

(b) The empowerment, with authority to sub-delegate, of Johan Meyer to
sign the shareholders' resolutions and the amended, renumbered and restated
form of the Constitutive Act, if the case may be, as well as any other
documents in connection therewith, and to carry out all procedures and
formalities set out by law for the purpose of implementing the shareholders'
resolution, including formalities for publication and registration thereof
with the Trade Registry or with any other public institution.

This item is approved with 908,835,442 votes, representing 98.8341% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a) of the Constitutive Act corroborated with
Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 908,835,442 votes "for";

- 137,162 votes "against";

- 410,129 abstentions;

- 10,173,957 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the EGM meeting.

This EGM Resolution no. 1 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 2 / 29 April 2025

of the Shareholders' Extraordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) District, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

§ The provisions of the Fund's Constitutive Act ("Constitutive Act"),

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

I. The approval of the decrease of the legal reserve of Fondul
Proprietatea by RON 36,986,843.20 from RON 369,868,432.86, representing 22.22%
of the share capital, to RON 332,881,589.66, representing 20.00% of the share
capital value after the implementation and effectiveness of the share capital
decrease approved through the EGSM Resolution no. 9/2 December 2024 (the
"Share Capital Decrease"), subject to the implementation and effectiveness of
the Share Capital Decrease. Following the decrease, the corresponding amount
will be transferred to Retained earnings and used to set up a reserve in
accordance with OGM Resolution no. 6 of 29 April 2025.

This item is approved with 897,164,833 votes, representing 97.5649% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 (3) letter (a) of the Constitutive Act corroborated with
Article 115 (2), first paragraph of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 897,164,833 votes "for";

- 2,136,606 votes "against";

- 14,278,262 abstentions;

- 5,976,989 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the EGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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.

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

The votes were recorded as follows:

- 908,835,442 votes "for";

- 137,162 votes "against";

- 410,129 abstentions;

- 10,173,957 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the EGM meeting.

This EGM Resolution no. 2 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 1 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Today, 29 April 2025, 12:00 PM (Romanian time), the shareholders of Fondul
Proprietatea S.A. (the "Fund" or "Fondul Proprietatea") have met during the
Shareholders' Ordinary General Meeting ("OGM") of the Fund, at its first
convening, at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le
Diplomate Salon, 1-3 Episcopiei Street, 1(st) District, Bucharest, 010292,
Romania, the OGM being opened by its Chairman, namely Mr. Johan Meyer, in his
capacity of permanent representative of Franklin Templeton International
Services S.À R.L., a société à responsabilité limitée qualifying as an
alternative investment fund manager under article 5 of the Luxembourg law of
12 July 2013 on alternative investment fund managers, authorized by the
Commission de Surveillance du Secteur Financier under no. A00000154/21
November 2013, whose registered office is located at 8a, rue Albert
Borschette, L-1246 Luxembourg, registered with the Luxembourg register of
commerce and companies under number B36.979, registered with the Romanian
Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March
2016, in its capacity of alternative investment fund manager and sole director
of Fondul Proprietatea S.A. (the "Sole Director").

Whereas:

§ The convening notice of the OGM was published on the Fund's website
(www.fondulproprietatea.ro) on 14 March 2025, in the Official Gazette of
Romania, Part IV, number 1349 of 19 March 2025 and in Adevărul newspaper
number 9311 of 19 March 2025;

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

§ The provisions of Commission Implementing Regulation (EU) 2018/1212 of 3
September 2018 laying down minimum requirements implementing the provisions of
Directive 2007/36/EC of the European Parliament and of the Council as regards
shareholder identification, the transmission of information and the
facilitation of the exercise of shareholders rights ("CE Regulation
1212/2018");

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

it is necessary to have a number of shareholders holding at least 25% of the
total voting shares in order to meet the quorum conditions, in the present
OGM, manifesting their vote 696 of shareholders, which represents a number of
915,334,463 voting rights (i.e. 29.1045% of the total voting rights at the
reference date 11 April 2025, i.e. 3,144,988,220; i.e. 25.7375% of the total
number of shares in issue at the reference date 11 April 2025, i.e.
3,556,427,239),

the conditions regarding the quorum for holding this meeting and the majority
for shareholders to decide legally are met, under the legally required
majority (according to art. 112 paragraph (1) of the Companies' Law no.
31/1990 and art. 14 I paragraph (1) of the Constitutive Act).

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

I. The approval of the Annual Activity Report of the Sole Director of
Fondul Proprietatea for the financial year 2024, including the financial
statements for the year ended on 31 December 2024 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 2024 financial year, along with the discharge of
the Sole Director's for any liability for its administration during 2024
financial year.

This item is approved with 900,830,516 votes, representing 98.4154% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 900,830,516 votes "for";

- 10,889,009 votes "against";

- 2,574,532 abstentions;

- 1,040,406 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

This item is approved with 908,255,049 votes, representing 99.2266% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 1 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 2 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval of the Remuneration Report of Fondul Proprietatea for
the 2024 financial year.

(consultative vote)

This item is approved with 816,292,597 votes, representing 89.1797% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 816,292,597 votes "for";

- 55,227,657 votes "against";

- 41,419,570 abstentions;

- 2,394,639 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 2 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 3 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval of the Remuneration Policy of Fondul Proprietatea
applicable to the mandate of the Fund Manager which started on 1 April 2025,
as described in the supporting documentation and as reflected in the Annex to
this Resolution.

This item is approved with 773,797,086 votes, representing 84.5371% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 773,797,086 votes "for";

- 48,061,494 votes "against";

- 92,534,419 abstentions;

- 941,464 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 3 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Annex - Remuneration Policy of Fondul Proprietatea SA

THE REMUNERATION POLICY OF FONDUL PROPRIETATEA SA

Effective starting with 1 April 2025

Chapter I. Preamble

The Remuneration Policy ("the Policy") of Fondul Proprietatea SA, a
joint-stock company incorporated under the laws of Romania, qualifying as an
alternative investment fund under Law no. 74/2015 on alternative investment
fund managers, Law no. 243/2019 on alternative investment funds, amending and
supplementing certain normative acts and as an issuer under Law no. 24/2017 on
issuers of financial instruments and market operations (the "Issuers Law"), an
entity supervised by the Financial Supervisory Authority ("FSA"), is adopted
by the Board of Nominees of Fondul Proprietatea SA ("Fondul Proprietatea / the
Fund") and is presented for approval to the general meeting of shareholders of
in accordance with the Issuers Law.

Given that (i) Fondul Proprietatea is managed by Franklin Templeton
International Services S.à r.l., as Sole Director and Alternative Investment
Fund Manager (the "Fund Manager"), (ii) the commercial terms related to the
management of Fondul Proprietatea by the Fund Manager are set out in the
relevant management agreement, which is subject to Fondul Proprietatea's
shareholders approval (the "Management Agreement"), (iii) Fondul Proprietatea
does not have its own staff, (iv) the Fund Manager has its own remuneration
policy ("Fund Manager Remuneration Policy") in accordance with Directive
2011/61/EU on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No. 1060/2009 and (EU) No.
1095/2010 ("AIFMD")(( 1 (#_ftn1) )), this Policy mainly reflects the
understandings already in place with the Fund Manager, in accordance with the
Management Agreement.

The Policy contributes to the Fund's business strategy and long-term interests
and sustainability. This is consistent with and promotes sound and effective
risk management and does not encourage risk-taking which is inconsistent with
the risk profiles, rules or the constitutive act of the Fund.

The intention is that this Policy to be valid until the expiration of the
mandate of the current Fund Manager, unless significant events occur (i.e.,
change of remunerations' level), case in which an updated Policy will be
presented for approval to the General Meeting of Shareholders.

Chapter II. Purpose

The purpose of this Policy is to set forth the corporate governance principles
with regards the remuneration of the (i) Fund Manager and of the (ii) Board of
Nominees members, as stipulated under the Issuers Law and the Corporate
Governance Code issued by the Bucharest Stock Exchange.

Chapter III. General criteria

In order to promote the development of the corporate governance subject to the
application of the best practices and achievement of a prudent management,
while also considering that the representatives of the Fund Manager are
remunerated in accordance with the Fund Manager Remuneration Policy and AIFMD,
the Fund should follow certain requirements underlying the application of
corporate governance principles with respect to the remuneration of executive
management/senior management, as follows:

The remuneration policy shall be analyzed and set by the Board of Nominees so
that it corresponds to the business strategy, objectives and long-term
interests of the Fund and that it covers measures for the prevention of
conflicts of interest;

The Board of Nominees shall ensure that all commitments to remuneration are
properly and responsibly structured and that the remuneration policies allow
and promote an efficient risk management without leading to a risk-taking
which may exceed the level of the regulated entity's risk tolerance;

The level of the remuneration shall be established in close connection with
the responsibilities and commitments of the duties;

The existence of the procedure for the recruitment and selection of the Fund
Manager and of its permanent representative, appointed in accordance with
article 153(13) of Companies' Law no. 31/1990, and of the members of the Board
of Nominees, as well as for the renewal of the existing mandates.

Taking into consideration that the Fund Manager has its own remuneration
policy, the Board of Nominees acknowledges that the Fund Manager Remuneration
Policy reflects sound remuneration principles, aligning the personal
objectives of its staff with the long-term interest of the Fund Manager and
Fondul Proprietatea SA.

Chapter IV. Governance and decision-making process

In order to comply with the legal provisions in force with respect to
corporate governance principles, Fondul Proprietatea shall pay the
remuneration to the Fund Manager and to the members of the Board of Nominees
in accordance with a remuneration policy that has been approved by the
ordinary general meeting of shareholders, but also complying with the
Management Agreement. The Policy is submitted to a vote by the general meeting
at every material change and, in any case, at least every four years.

In case the ordinary general meeting of the Fund's shareholders does not
approve the proposed new policy, the Fund shall continue to pay remuneration
in accordance with the existing approved policy and shall submit a revised
policy for approval at the following ordinary general meeting of shareholders.

The revised policy will also include (i) a description of all significant
policy's amendments and how shareholders' votes and views on remuneration
policy are taken into account, and (ii) a report since the last vote of the
general meeting of shareholders on the remuneration policy.

In terms of decision-making process, the following corporate bodies are
involved within the drafting, submission for approval, approval and
implementation of the Policy.

The Ordinary General Meeting of Shareholders

Approves the Policy and any amendment thereto;

Reviews the Performance Report, as defined below, prepared by the Fund
Manager, as well as the review report of the Board of Nominees, in accordance
with the Management Agreement;

Approves the remuneration of the Fund Manager and of the Board of Nominees'
members.

The Fund Manager

Submits to the Board of Nominees a report on activities and performance of the
Fund Manager in the relevant period, in accordance with the Management
Agreement (the "Performance Report").

The Board of Nominees

Drafts the Policy and any related remuneration document (based on the
recommendations of the Nomination and Remuneration Committee);

Prepares and submit for the information of shareholders at the Annual GSM a
review of the Performance Report, evaluating the performance of the Fund
Manager, in accordance with the Management Agreement;

Oversees and assesses the performance of the duties by the Fund Manager, in
accordance with the Management Agreement and constitutive act of the Fund.

The Nomination and Remuneration Committee

A Nomination and Remuneration Committee composed of members of the Board of
Nominees was established to help the governing bodies of the Fund in the area
of nomination and changes in remuneration, to take well-grounded decisions
based on adequate and thorough analysis.

The Nomination and Remuneration Committee:

· Prepares recommendations to the Board of Nominees, regarding the
remuneration of the Fund Manager and of the Board of Nominees' members;

· Provides its support and advice to the Board of Nominees on the
design of the Fund's overall remuneration policy;

· Reviews the appointment of external remuneration consultants that the
Board of Nominees may decide to engage for advice or support;

· Supports the Board of Nominees in overseeing the remuneration
system's design and operation;

· Devotes specific attention to the assessment of the mechanisms
adopted to ensure that the overall remuneration policy is consistent with the
business strategy, objectives, values and interests of the Fund and the
investors of Fondul Proprietatea.

Chapter V - Remuneration of the Fund Manager and of the Board of Nominees

A. The remuneration of the Fund Manager

1. Corporate Governance principles setting the remuneration of
the Fund Manager

The remuneration of the Fund Manager of Fondul Proprietatea is part of the
Management Agreement negotiated with the Fund Manager and approved by
shareholders.

2. The description of the Fund Manager's remuneration

The remuneration due to the Fund Manager is calculated in RON and invoiced and
paid in Euro by Fondul Proprietatea in compliance with the following: the
amount calculated in RON will be converted into Euro using the official
exchange rate for RON to Euro published by National Bank of Romania in the
last banking day of the period invoiced.

The remuneration is calculated as (i) a Base remuneration, and (ii) a
Distribution remuneration, in each case as set out below and in respect of
each Calculation Period.

2.1 Base Remuneration

A base remuneration (the "Base Remuneration") shall be calculated as follows:

Base Remuneration Rate multiplied by the notional amount, multiplied by the
number of calendar days during the applicable Calculation Period divided by
365,

where:

the "Base Remuneration Rate" = 135 basis points per year;

1 basis point = 0.0001; and

the "notional amount" is the market capitalization of Fondul Proprietatea,
which is defined as:

(a) the number of Fondul Proprietatea's paid shares considered on
daily basis, minus

(b) the weighted average over the applicable Calculation Period
of the number of Fondul Proprietatea's settled own shares together with the
number of Fondul Proprietatea's equivalent ordinary shares represented by
Global Depositary Receipts ("FP GDRs"), in each case where those shares or FP
GDRs are held by Fondul Proprietatea as treasury shares,

(c) then multiplying the resulting number by the weighted average
market price of Fondul Proprietatea's shares calculated for the applicable
Calculation Period.

The "weighted average market price" shall be computed based on the daily
average market prices of Fondul Proprietatea's shares and corresponding daily
volumes, as published by Bucharest Stock Exchange REGS section.

If the number of shares relevant for the computation of the Base Remuneration
described above in (a) and (b) changes over the Calculation Period, the Base
Remuneration will be an aggregation of the computations for each sub-period.

"Sub-period" is defined as the number of days between two trading dates. The
calculation in each subperiod starts on the settlement date of the first
transaction (or the beginning of the mandate) and shall end on the date prior
to the settlement date of the next transaction (or the end of the mandate).

As the Base Remuneration (including any additional remuneration determined
under the previous two paragraphs) is computed using the number of days in a
calendar year (365 days), the Base Remuneration Rate used for non-trading days
will be the rate applied for the prior trading day.

If, upon the expiry of the one (1) year period starting 1 April 2025, the Fund
Manager continues to carry out all such acts as it is empowered and required
to do by any part of the Management Agreement and/or by the Amendment no. 1 to
the Management Agreement until the New Appointment Date (as defined in the
Management Agreement) or the expiry of a period of six months as of the date
of the OGM (as defined in the Management Agreement) which has selected and/or
appointed a new fund manager and sole director, regardless of whether the New
Appointment Date has occurred, the Base Remuneration Rate shall be equal to
100 basis points per each Calculation Period.

2.2 Variable remuneration - Distribution Remuneration

It is recognized that distributions beneficial to shareholders would reduce
the notional amount upon which the Base Fee is calculated. To reward the Fund
Manager for arranging such distributions, a variable remuneration shall be
calculated as follows (an amount so calculated in respect of a particular
period, a "Distribution Fee"): 175 basis points applied to the value of
distributions taking place between 1 April 2025 and 31 March 2026.

"Distributions" mean:

(i) Repurchases of Fund shares;

(ii) Repurchases of Fund GDRs and/or Depositary Interests ("DI");

(iii) Dividends; and

(iiv) Returns of share capital.

The calculation of the Distribution Fee shall be made when such distributions
become available to shareholders. In case of a repurchase of own shares or of
FP GDRs, the calculation of the Distribution Fee shall be made at the date
when the own shares repurchase transactions or FP GDRs transactions are
settled (i.e. settlement date).

For FP GDRs transactions, the Distribution Fee will be computed taken into
account the official exchange rate published by the National Bank of Romania
for the date of settlement of FP GDRs transactions.

Any failure on the part of any shareholder to collect, or to take the
necessary steps to facilitate the receipt of the distributions made available
will not result in any adjustment of the calculation of the Distribution Fee
due to the Fund Manager.

2.3 Remuneration of the staff

Fondul Proprietatea does not have own staff, all the necessary services being
provided by the Fund Manager, through its own staff and contractors.

The remuneration of the Fund Manager's staff is detailed under the Fund
Manager Remuneration Policy.

While a summary of the Fund Manager Remuneration Policy is available at
https://www.franklintempleton.lu/about-us/regulatory-information#remuneration
(https://www.franklintempleton.lu/about-us/regulatory-information#remuneration)
, the Board of Nominees acknowledges that the key principles of the Fund
Manager Remuneration Policy are adequate, as follows:

(i) alignment of the personal objectives of the staff with the
long-term interest of the Fund Manager and of Fondul Proprietatea;

(ii) aiming at mitigating incentives practices which could
encourage employees to take unnecessary risks;

(iii) remuneration shared between fixed and variable components,
with fixed salaries set as a sufficiently high proportion of the total
remuneration so that the Fund Manager is able to operate a fully flexible
bonus policy, including the possibility to pay no bonus.

2.4 Payments

2.4.1. Fund Manager

(a) The Base Remuneration shall be paid by Fondul Proprietatea quarterly,
based on the invoices to be issued by the Fund Manager within twenty (20)
business days following the end of the quarter for which payment is to be
made.

(b) The Distribution remuneration shall be paid by Fondul Proprietatea
quarterly, based on the invoices to be issued by the Fund Manager within
twenty (20) business days following the end of the quarter for which the
Distribution remuneration was calculated.

(d) The Fund Manager shall provide to the Board of Nominees quarterly and on
an annual basis and upon any reasonable request of the Board of Nominees a
detailed report regarding the remunerations collected under the Management
Agreement, in the form reasonably required by the Board of Nominees.

(e) The payment of the remuneration shall be done within thirty (30)
business days of the receipt of the applicable invoice.

2.4.2. Fund Manager's staff

The remuneration of the Fund Manager's staff is approved by the Compensation
Committee of Franklin Resources Inc., the ultimate parent company, in
accordance with the Fund Manager Remuneration Policy.

The FRI Compensation Committee is composed of five non-executive members of
the Board of Directors of Franklin Resources Inc. who are independent under
applicable corporate governance standards of the New York Stock Exchange.

The FRI Compensation Committee meets at least once a quarter and periodically
reviews the general principles of the FRI remuneration policy. Each year the
FRI Compensation Committee sets the annual incentive compensation plan (AIP)
pool by considering in particular factors such as FRI's pre-bonus operating
income, the overall company performance (actual and projected) as well as
investment performance, profitability growth and the overall market
environment.

The Fund Manager Remuneration Policy also provides for specific bonuses' claw
back and deferral provisions with respect to the Fund Manager's staff.

2.5 Verification

The payment of the Base remuneration and the Distribution remuneration shall
be arranged by the Fund Manager only after the verification and certification
by the Depositary of the correctness of the following amounts used in the
calculation of those fees: the notional amount, the value of distributions,
and all the other items used in calculation of the remuneration, as well as
the methods for determining the remuneration.

3. Duration of the mandate of the Fund Manager, notice period
and potential compensation for revocation without cause

In accordance with the Resolution no. 17 of 27 September 2024 of the ordinary
general meeting of the Fund's shareholders, the duration of the Fund Manager's
mandate is of one (1) year, starting on 1 April 2025 and ending on 31 March
2026.

Fondul Proprietatea may unilaterally and at its sole discretion terminate the
Management Agreement, at any time, on three months' prior written notice to
the Fund Manager, based on an OGM resolution for approving the simultaneous
termination of the mandate and of the Management Agreement.

For the avoidance of any doubt, termination of the mandate and of the
Management Agreement will not entitle the Fund Manager to any damages or the
payment of any amounts other than the remuneration to be paid in accordance
with the clauses above.

The Fund Manager may terminate the Management Agreement and resign its mandate
with six months' prior written notice.

Not later than five business days following the termination notice date
provided by the Fund Manager, but subject to timely approval of the GSM agenda
by the Board of Nominees, the Fund Manager will call the OGMS having on the
agenda the approval of the procedure for the selection of a new sole director
and alternative investment fund manager. Such procedure will be prepared by
the Fund Manager and agreed with the Board of Nominees before its submission
to an OGMS for approval.

In the event a termination notice is sent, the Fund Manager shall be paid on a
pro rata basis with the duration of the provision of the services. For the
avoidance of doubt, in such a case, the Fund Manager's pro rata remuneration
will be for a period of at least 3 months.

B. The remuneration of the Board of Nominees' members

1. Corporate Governance principles setting the remuneration of the Board
of Nominees' members

Each member of the Board of Nominees receives a fixed remuneration; no
malus/claw back arrangement is in place.

The remuneration of the members of the Board of Nominees is approved by the
shareholders, within the Ordinary General Meeting.

2. Description of the remuneration of the Board of Nominees' members

With effect from 16 November 2022, the gross monthly remuneration of each
member of the Board of Nominees is RON 26,535.30 (the "Base Monthly
Remuneration").

With effect from 16 November 2022, an additional fixed gross monthly
remuneration is paid to the Chairperson of the Board of Nominees, the
Chairpersons of the Audit and Valuation Committee and of the Nomination and
Remuneration Committee, as follows:

(i) an additional fixed gross monthly remuneration of fifteen
(15) per cent of the Base Monthly Remuneration, for the Chairperson of the
Board of Nominees; and

(ii) an additional fixed gross monthly remuneration of ten (10)
per cent of the Base Monthly Remuneration, for the Chairperson of the Audit
and Valuation Committee and for the Chairperson of the Nomination and
Remuneration Committee.

The additional fixed gross monthly remuneration for the Chairperson of the
Board of Nominees and the Chairpersons of the Audit and Valuation Committee
and of the Nomination and Remuneration Committee shall be payable pro-rata for
the period during which the member of the Board of Nominees holds the relevant
position(s).

The Base Monthly Remuneration and the additional fixed gross monthly
remuneration shall be paid in accordance with the provisions of the mandate
agreement signed between each member of the Board of Nominees and the Fund.

The format of the mandate agreement for the members of the Board of Nominees
is approved by the Fund's Ordinary General Shareholders' Meeting.

3. Duration of the mandates of the Board of Nominees' members, their
notice period and possible compensation for revocation without cause

The mandate of the members of the Board of Nominees is of three (3) years,
period to be extended by right, until the first meeting of the Ordinary
General Meeting of the Shareholders. The notice period for withdrawal from the
position of a member of the Board of Nominees is three (3) months -
notwithstanding the foregoing, a shorter notice period may be accepted on a
case-by-case basis where such is expressly required by the applicable law or
by any relevant authority.

There is no compensation for revocation without cause.

Chapter VI - The recruitment and selection procedure for the Fund Manager and
the Board of Nominees

Fondul Proprietatea, as an entity supervised by the FSA, shall have in place a
procedure for the recruitment and selection of the Fund Manager and of the
members of the Board of Nominees, as well as certain provisions for the
renewal of the existing mandates.

The recruitment and the selection procedure of both the Fund Manager and of
the Board of Nominees of Fondul Proprietatea are set out under the Fund's
Constitutive Act.

Thus, according to Article 12 paragraph (2) of the Fund's Constitutive Act,
the Ordinary General Shareholders' Meeting has, among its competencies, the
following:

Ø to appoint the members of the Board of Nominees and to cancel their
appointment;

Ø to appoint the Alternative Investment Fund Manager in accordance with the
law and to cancel its appointment;

Ø to rule over the management of the Alternative Investment Fund Manager and
to evaluate his/her performances and to discharge him/her from its management.

A. The procedure of the recruitment and the selection of the
Fund Manager

As Fondul Proprietatea's management system is a unitary system, the ordinary
general shareholders meeting has appointed a sole director and alternative
investment fund manager, which is represented in Romania as sole director, by
the individual as permanent representative appointed in accordance with
Article 153(13) of Companies' Law no. 31/1990.

The mandate of the Alternative Investment Fund Manager shall not exceed two
(2) years. The Alternative Investment Fund Manager may be reelected.

The Alternative Investment Fund Manager will call an Ordinary General Meeting
of the Shareholders to be held at least six (6) months before the termination
of the duration of the mandate of the Alternative Investment Fund Manager with
the agenda of approving the renewal of the Alternative Investment Fund
Manager's mandate or starting the selection process of a new Alternative
Investment Fund Manager and the negotiation of the management agreement to be
concluded.

As per Resolution no. 9 of 25 September 2023, the ordinary general meeting of
the Fund's shareholders approved the launch of a transparent and competitive
selection procedure for the appointment of a new manager based on investment
expertise and experience for a mandate not exceeding four (4) years from 1
April 2024, in accordance with the legal provisions in force. The Board of
Nominees is empowered to initiate, organize the transparent selection
procedure for a new Fund Manager and to establish new objectives, performance
criteria and remuneration conditions realigned with these objectives and
present them for approval by the general shareholders meeting. Pursuant to
Resolutions no. 13, 14, 15 and 16 of September 27, 2024, the general meeting
of the Fund's shareholders approved (i) the selection criteria for the new
alternative investment fund manager of Fondul Proprietatea, (ii) the
appointment, following the selection by the Board of Nominees, of Numis
Securities Limited, member of Deutsche Bank Group, as the selection
consultant, (iii) the maximum consultancy budget of RON 3.8 million, in
connection with the selection process, and (iv) the authorization of the
Chairman of the Board of Nominees, with the possibility of replacement, to
take certain actions on behalf of Fondul Proprietatea in connection with the
selection process.

B. The procedure of the recruitment and the selection of the
members of the Board of Nominees

The procedure for the selection and the recruitment of the members of the
Board of Nominees is set out under the provisions of the Fund's Constitutive
Act.

Thus, Article 13 paragraph (8) mentions that: "In case the agenda includes the
appointment of the members of the Board of Nominees, the notice shall mention
that the list including information regarding the name, the residence and
professional training of the persons proposed for the position of member of
the Board of Nominees is available to the shareholders, to be further reviewed
and completed by shareholders."

Further, Article 15 provides that the ordinary general meeting of the
shareholders shall appoint the Board of Nominees, formed of 5 members, and
shall establish their remuneration.

Any shareholder will have the right to make proposals on the members of the
Board of Nominees.

The members of the Board of Nominees may be shareholders of Fondul
Proprietatea or other persons designated by the shareholders and they must
have the proper experience and knowledge in order to be able to receive the
Alternative Investment Fund Manager reports and of the consultants and, based
on the information received, judge the merits of the management of Fondul
Proprietatea within the limits of the objectives and principles set by the
investment policy as well as by the applicable laws and regulations.

Also, the members of the Board of Nominees have to be qualified properly in
order to decide (if there is need with the support of an independent
consultant) if the transactions proposed by the Alternative Investment Fund
Manager needing the approval of the Board of Nominees are made to the
advantage of the shareholders.

The mandate of the members of the Board of Nominees is of three (3) years,
period to be extended by right, until the first meeting of the Ordinary
General Meeting of the Shareholders.

The Board of Nominees elects amongst its members a chairman.

Chapter VII. Avoiding conflicts of interest

This Policy is drafted based on the principle of avoiding conflicts of
interest and includes measures that ensure professional and responsible
behavior at the level of Fondul Proprietatea.

The Fund Manager and the Board of Nominees' members are required to act with
due diligence and to conduct themselves in a manner and with such ethics and
integrity so as to avoid a conflict of interest, either real or apparent.

A "conflict of interest" represents that situation or circumstance that may
arise in the operational or decision-making process, where the private
interest, directly or indirectly, of a person holding a key position within
the Fund interposes with the interests of the Fund and affects or could affect
her/his independence and impartiality in decision-making, professional
reasoning or the timely and objective performance of duties or that could
affect, by its nature, the integrity or stability of Fondul Proprietatea and
the financial market. In this respect, the Fund Manager and the Board of
Nominees' members should avoid activities, interests and other relationships
that might be opposed to the interests of the Fund or might cause a conflict
with the performance of their duties.

Measures for avoiding conflicts of interest:

- the remuneration level of the Fund Manager and of the
Board of Nominees' members shall be established in close connection with the
responsibilities and commitments of their duties, in accordance with the
provisions of the Management Agreement or of the mandate agreement;

- the shareholder who is also a member of the Board of
Nominees will not participate in the decision on his / her remuneration
package and / or mandate contract;

- the removal of any direct link between the remuneration
of relevant persons who mainly carry out a particular activity and the
remuneration of other relevant persons, who carry out mainly other activity,
when the activities in question may give rise to a conflict of interests;

- the use of the position held within the Fund in the
interest of persons with whom there are blood relations or other
extra-professional relations in remuneration practices is prohibited; in order
to avoid conflicts of interest, the aim is to avoid appointing people to such
positions, which is why each candidate for the position of Board of Nominees
must provide a questionnaire on his independence which will be the basis of
the independence analysis carried out by the Board of Nominees.

Chapter VIII. Deviations from the Policy

The Board of Nominees, upon recommendations of the Nomination and Remuneration
Committee, in exceptional circumstances, may temporarily derogate from any
section of the Policy, based on its full discretion, within the limits of the
legal provisions and of the Constitutive Act, in the following exceptional
circumstances:

(a) upon change of the Fund Manager, in accordance with the new
management agreement;

(b) upon material changes in the Fund's structure, its overall
financial and/or operational performance which may require adjustment of the
remuneration components;

(c) in any other circumstance where the derogation may be
objectively required to serve the long-term interests and sustainability of
the Fund or to assure its viability,

but without increasing the remuneration of the Board of Nominees' members.

In addition, change of the relevant legislation may result in derogations from
the Policy, outside the discretion of the Fund.

Chapter IX. Disclosure

Once voted by the Ordinary General Meeting of shareholders, the Policy,
together with the date and the results of the vote, will be available on the
Fund's website, and remains publicly available, free of charge, at least as
long as it is applicable.

A paper version will be made available upon request to the Fund.

Chapter X. Revisions to the previous Remuneration Policy

This policy represents the revised version of the previous Remuneration Policy
(approved by the shareholders on 26 March 2024).

The previous version reflected the changes related to the new commercial terms
set out in the management agreement in force at that date related to the Fund
Manager's remuneration.

The quorum of the ordinary general shareholders meeting on 26 March 2024 was
44.7621% of the total voting rights at the reference date 29 February 2024),
and the approval was made as follows:

- 1,266,023,565 votes "for"; representing 79.4687% of the
total votes held by the present or represented shareholders;

- 316,793,063 votes "against";

- 8,818,098 abstentions;

- 20,192,705 votes "not given";

- 0 votes annulled.

The revisions to the Remuneration Policy are aimed at aligning the provisions
therein with the provisions of the Management Agreement, as modified through
Amendment no. 1, related to the Fund Manager's mandate starting on 1 April
2025 and ending on 31 March 2026.

Resolution no. 4 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval to partially cover with the amount of RON 689,417,797.42
from various elements of Retained earnings the negative reserves of RON
774,756,257.81 incurred during 2024 on the cancellation of the treasury shares
acquired during 2023, in accordance with the supporting materials.

This item is approved with 896,707,726 votes, representing 97.9650% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 896,707,726 votes "for";

- 17,460,455 votes "against";

- 865,474 abstentions;

- 300,808 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 4 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 5 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval of the distribution of the 2024 net audited accounting
profit, as follows:

1. The approval to partially cover with the amount of RON 85,338,460.39
the negative reserves of RON 774,756,257.81 incurred during 2024 on the
cancellation of the treasury shares acquired during 2023, in accordance with
the supporting materials;

2. The approval of the value of the gross dividend of RON 0.0409 per share
from the 2024 financial year audited profit, in accordance with the supporting
materials.

The approval for starting the payment of the dividends on 19 June 2025 (the
Payment Date of this OGM as defined at point II of this Resolution) to the
persons registered as shareholders of Fondul Proprietatea on 28 May 2025 (the
Registration Date as defined at point II of this Resolution). Treasury shares
do not constitute dividend entitlement.

3. The approval to allocate from 2024 net audited accounting profit an
amount of RON 1,366,923.22 to other reserves to be used for covering the
negative reserves estimated to arise in 2025 from the cancellation of treasury
shares acquired during the 2024 buy-back programme, in accordance with the
supporting materials; and

4. The remaining 2024 accounting profit in amount of RON 33,915,095.21
will remain available to shareholders under Retained earnings for further use,
in accordance with the supporting materials.

This item is approved with 893,617,740 votes, representing 97.6275% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 893,617,740 votes "for";

- 21,077,334 votes "against";

- 134,240 abstentions;

- 505,149 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 5 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 6 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval to set-up additional Other reserves (in addition to the
reserves set-up in accordance with OGM Resolution no. 5 item 3 of 29 April
2025) in amount of RON 36,986,843.20, to be used in the future periods to
cover the negative reserves of RON 38,353,766.42 to be incurred during 2025
financial year upon the completion of the cancelation of the treasury shares
acquired during the 2024 buy-back programme.

This item is approved with 881,317,484 votes, representing 96.2837% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 881,317,484 votes "for";

- 29,642,242 votes "against";

- 3,491,955 abstentions;

- 882,782 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 6 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 7 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval of the additional fees to be paid to Ernst & Young
Assurance Services, the Fund's financial auditor, for the audit of the
financial statements of FP for the FY ended 31 December 2024 amounting to EUR
21,000 (before VAT).

This item is approved with 805,166,978 votes, representing 87.9642% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 805,166,978 votes "for";

- 58,990,193 votes "against";

- 49,146,021 abstentions;

- 2,031,271 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 7 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

Resolution no. 8 / 29 April 2025

of the Shareholders' Ordinary General Meeting of

FONDUL PROPRIETATEA S.A.

Headquarters: 76-80 Buzești Street, 7(th) floor, 1(st) district, Bucharest,
Romania,

Registered with the Trade Registry under number J40/21901/2005, fiscal
registration code 18253260

Whereas:

§ The provisions of Companies' Law no. 31/1990, republished, with its
subsequent amendments and supplementations ("Companies' Law no. 31/1990");

§ The provisions of Regulation of the Financial Supervisory Authority no.
4/2013 regarding depositary receipts, with its subsequent amendments and
supplementations;

§ The provisions of Law no. 24/2017 on issuers of financial instruments and
market operations, republished ("Issuers' Law");

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

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

I. The approval of the reclassification of the amount of RON 1,776,611
from the category "Expenses related to listing of portfolio holdings" to "Fund
Manager Selection related expenses" for the payment of services related to the
selection of an AIFM, including negotiations of the management agreement with
the AIFM, financial advisory services and legal services required for this
purpose, along with the approval of the corresponding amendment to the 2025
Fondul Proprietatea Budget, in accordance with the supporting materials. The
reclassification is neutral to the total 2025 Fondul Proprietatea budget,
which will remain unchanged.

This item is approved with 656,298,472 votes, representing 71.7004% of the
total votes held by the present or represented shareholders, in accordance
with Article 14 I paragraph (1) of the Constitutive Act corroborated with
Article 112 paragraph (1) of Companies' Law no. 31/1990.

The votes were recorded as follows:

- 656,298,472 votes "for";

- 207,121,131 votes "against";

- 50,881,492 abstentions;

- 1,033,368 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

II. The approval of:

(a) The date of 27 May 2025 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 28 May 2025 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 19 June 2025 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.

The votes were recorded as follows:

- 908,255,049 votes "for";

- 131,378 votes "against";

- 996,638 abstentions;

- 5,951,398 votes "not given";

- 0 votes annulled from correspondence;

- 0 votes annulled in the OGM meeting.

This OGM Resolution no. 8 is drafted on behalf of the shareholders today, 29
April 2025, in 3 original counterparts by:

________________________

Johan MEYER

Chairman

_______________________

Ionuț IOANCĂ

Meeting secretary

_______________________

Livia DUMITRESCU

Technical secretary

1 (#_ftnref1) A summary of the Fund Manager remuneration policy is available
at
https://www.franklintempleton.lu/about-us/regulatory-information#remuneration

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