14 Jan 2021 voting recommendations and materials

To: Bucharest Stock Exchange

Financial Supervisory Authority

London Stock Exchange

Current report according to the provisions of Article 99 letter (s) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments

Important events to be reported:

Voting recommendations and supporting materials related to the 14 January 2021 shareholders' meeting

Franklin Templeton International Services S.À R.L., in its capacity as alternative investment fund manager and sole director (the "Fund Manager") of Fondul Proprietatea S.A. (the "Fund"), would like to remind shareholders that the Fund Manager has summoned the Fund's Extraordinary General Shareholders' Meeting ("EGM") for 14 January 2021 at "ATHÉNÉE PALACE HILTON BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, starting at 11 AM (Romanian time).

The entire EGM supporting documentation is available for the shareholders' reference at https://www.fondulproprietatea.ro/home/investor-relations/gsm-information/gsm-documentation/2021.html .

In the context of the COVID-19 pandemic, for the safety of our shareholders and for prudency reasons, the Fund Manager recommends voting by correspondence, in accordance with the procedures described in the convening notice.

The Fund Manager recommends voting in favour of all the points on the EGM's agenda, except for points 5,6, 8- 14 and 17, regarding the limitation of the responsibilities of the Board of Nominees according to the Financial Supervisory Authority's letters no. 5415.1/9 October 2020 and 5415.6/11 November 2020, for which the Fund Manager refrains from making any recommendation, as there is a potential conflict of interests considering the Board of Nominees current role.

With regards with the points listed above to which the Fund Managers refrains from making any voting recommendation, the Fund Manager recommends the shareholders to exercise their voting right only after reviewing the:

- Letter of the Board of Nominees to shareholders regarding the Constitutive Act, available on the Fund's website at: https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2021/14%20January/Letter%20from%20BoN.pdf ; and

- Memo regarding the approval of several amendments to the Constitutive Act, available on the Fund's website at: https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/gsm-documentation/2021/14%20January/EGM%201.%20Memo%20.pdf .

The Fund Manager's voting recommendations contained herein are not binding in any way and should not be deemed under any circumstances as a supporting documentation/argument for substantiating one's vote. The Fund Manager will implement and will comply with all the decisions taken by the Fund's shareholders, irrespective of its recommendations herein, subject to compliance with law and regulation.

Regarding the impact of the COVID-19 pandemic on holding the EGM, the Fund Manager will inform the Fund's shareholders by means of a current report of the conditions for organizing the event.

Franklin Templeton International Services S.À R.L., in its capacity of alternative investment fund manager of FONDUL PROPRIETATEA S.A.

Johan MEYER

Permanent Representative

Report date:

18 December 2020

Name of the issuing entity:

Fondul Proprietatea S.A.

Registered office:

78-80 Buzesti Street

7th floor, district 1,

Bucharest, 011017

Phone/fax number:

Tel.: + 40 21 200 9600

Fax: + 40 21 200 9631

Email:

[email protected]

Internet:

www.fondulproprietatea.ro

Sole Registration Code with the Trade Register Office:

18253260

Order number in the Trade Register:

J40/21901/2005

Subscribed share capital:

RON 3,749,282,292.08

Paid-up share capital:

RON 3,560,099,870.08

Number of shares in issue:

7,210,158,254

Number of paid shares:

6,846,345,904

Regulated market on which the issued securities are traded:

Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange