Endorsement by the FSA of several amendments

Annex 1

Translation from Romanian

ROMANIA - Financial Supervisory Authority (FSA)

Stamp of the Financial Supervisory Authority

Incoming/Outgoing number SI/DRA 6835.2

January 28th, 2016

Stamp of Fondul Proprietatea SA

Incoming no. 5 /January 28th, 2016

To:

FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED

United Kingdom Bucharest Branch

78-80 Buzesti St., floors 7-8, Premium Point

District 1, 011017, Bucharest, Romania

Fax: 021 200 96 31/32

To the attention of Ms. Oana Valentina TRUŢA - Manager

Dear Madam,

Following your notices registered by FSA under no. 95978/05.11.2015 , 95974/05.11.2015 and 95986/05.11.2015, supplemented by notices no. 102372/04.12.205, 102372/04.12.2015, 108407/29.12.2015, 108475/30.12.2015 and 108475/30.12.2015 whereby you sent for endorsement purposes the Addendum no.5 to the Investment Management Agreement no.45 /29.04.2014 concluded between Franklin Templeton International Services S.à r.l and SC Fondul Proprietatea SA , namely the Constititive act of SC Fondul Proprietatea SA, as approved by the Resolutions of the Ordinary General Shareholders' Meeting and Extraordinary General Shareholders' Meeting of SC Fondul Proprietatea SA held on the 29th of October 2015, please find attached , in original, the following documents:

FSA's endorsement no. 25 /28.01.2016

FSA's endorsement no. 26/ 28.01.2016

Also, acting in accordance with the Decision of the Financial Supervisory Authority's Council from the 27th of January 2016, we inform you of the following:

Considering the provisions of Art. 46 par. (3) of Regulation no. 10/2015 and also the fact that starting with 01.04.2016 FONDUL PROPRIETATEA SA will be directly managed by Franklin Templeton International Services S.à r.l, under the principle of the freedom to provide services, as defined by Art. 34 par. (1) of Law no. 74/ 2015, according to which FSA is prohibited from imposing additional requirements to AIFMs , other than the provisions of the notification procedure referred to in the Art. 33. par. (2) of the European Directive 2011/61/EU, FSA considers that the endorsement of the Management Agreement based on which Franklin Templeton Investment Services S.à r.l will manage FONDUL PROPRIETATEA SA, is not required.

Commission de Surveillance du Secteur Financier Luxembourg, as competent authority in the country of origin of the AIFM, has the responsability of supervising how Franklin Templeton Investment Services S.à r.l, acting as AIFM, manages the AIF, as it has already been duly notified of the provisions of the Management Agreement based on which Franklin Templeton Investment Services S.à r.l manages Fondul Proprietatea SA.

The approval of delegation of the portofolio management duties ( point 1, letter "a"), entity management (point 2 letter "a" points i-ix) and distribution ( letter "b") under AIFMD, by Franklin Templeton International Services S.à r.l to Franklin Templeton Investment Management Limited ( investment management company authorized and supervised by FCA-UK, which provides MiFID services and investment activities in Romania both directly and also through its Bucharest branch ), for FONDUL PROPRIETATEA SA, is the responsability of the Commission de Surveillance du Secteur Financier Luxembourg, as the competent authority in the country of origin of the AIFM, pursuant to Art. 20 of the Directive 2011/61/EU.

Sincerely yours,

Florentina Boboc

Manager

Illegible signature

Stamp of the FSA

FINANCIAL SUPERVISORY AUTHORITY

ENDORSEMENT No. 25 / 28 January 2016

Based on the provisions of Art. 1 par. (2), Art. 2 par. (1) letter a) and d) , Art. 3 letter a) and d), Art. 6 par. (1) and (3), Art. 14 and Art. 27 from Government Emergency Ordinance no. 93./2012 on the establishment,organization and operation of Financial Supervisory Authority (hereinafter FSA), approved as ammended and supplemented by Law no. 113/2013, as further amended and supplemented,

According to the provisions of Art. 14 par. (1) letter b) and par. (3) of Regulation no. 4/2010 of the National Securities Commission, on the registration with the National Securities Commission of the operations of the Company "Fondul Proprietatea SA" , as well as the trading of the shares issued by the Company, as further amended and supplemented,

considering the request of SC Fondul Proprietatea SA , registered by FSA under number 95978/05.11.2015 supplemented by notices no. 102372/04.12.2015 and no. 108475/30.12.2015,

considering the fact that the applicable legislation to AIFMs , respectivley Law no. 74/2015 and FSA Regulation no.10/2015, do not mention the necessity of endorsment by the FSA of activity delegation by AIFMs from member states who manage a AIF from Romania,

considering the fact that the new Manager approved by the Ordinary General Shareholders Meeting of SC Fondul Proprietatea SA ( Franklin Templeton International Services S.à r.l ) has the capacity of an AIFM , and that in this capacity will continue the management of the Fund by signing the Management Agreement with the Fund,

as the applicable AIFM legislation does not provide the association of the permanent representatives of an AIFM with its Managers,

considering the necessity of harmonization of the wordings used throughout the text of the Constitutive Act , as well as the necessity of correlation with the legal provisions,

considering that the abreviation used in the applicable legislation for the managers of atlernative investment funds is "AIFM" , and that the "Fund Manager" term is already in usage in the applicable legislation for authorized investment management companies that operate in accordance with GEO no. 32/2012,

considering the resolution adopted by the shareholders during the Extraordinary General Shareholders Meeting from 29.10.2015, of empowering the Fund Manager to update the text of the Constitutive Act the term "National Securities Commission" with the term "Financial Supervisory Authority" or "FSA",

based on the review of the specialized directorate and the resolution adopted within the meeting of 27.01.2016, the Council of the Financial Supervisory Authority decided on the issuance of the following individual document:

ENDORSEMENT

Article 1. We hereby endorse the amendments to the Constitutive Act of SC Fondul Proprietatea SA, as approved by the Resolution no.13 of the Extraordinary General Shareholders Meeting held on the 29th of October 2015, with the amendments presented in the schedule herein which is an integrant part of this endorsment

Article 2. The Manager of SC Fondul Proprietatea SA has the obligation to inform the shareholders during the next General Shareholders Meeting on the amendments of the Constitutive Act provided in the shedule herein.

Article 3. This endorsment shall enter in force on 1 April 2016

Article 4. This endorsment will be published in the FSA bulletin, electronic format.

CHAIRMAN

Misu NEGRITOIU

Illegible signature

Stamp of the FSA

Appendix to the Endorsement no.25 / 28 January 2016

Art. 17 par. (20) from the Constitutive Act shall read as follows:

" (20) approves the delegation by the AIFM of certain activities. The delegation shall produce its legal effects as provided by the applicable legislation"

Throughout the entire text of the Constitutive Act the term "Fund Manager" shall be replaced with the abreviation "AIFM".

Art. 20 of the Constitutive act shall read as follows:

" The AIFM shall appoint a natural person as its permanent representative. The AIFM can make changes of its permanent representatives in compliance with the applicable legislation. All changes will be registered with the Trade Registry "

Art. 21 par. (4) letter (viii) from the Constititive Act shall read as follows:

" (viii) approve the outsourcing of certain activities, within the limits of the approved budget, respectivley delegating the execution of certain duties, subject of compliance with applicable legislation;"

Art. 36 par. (2) shall be removed from the Constitutive Act

Throughout text of the Constitutive Act the term "National Securities Commission" or any other abreviation of this term shall be replaced with the term "Financial Supervisory Authority" or "FSA".

***

FINANCIAL SUPERVISORY AUTHORITY

ENDORSEMENT No. 26 / 28 January 2016

Based on the provisions of Art. 1 par. (2), Art. 2 par. (1) letter a) and d) , Art. 3 letter a) and d), Art. 6 par. (1) and (3), Art. 14 and Art. 27 from Government Emergency Ordinance no. 93./2012 on the establishment,organization and operation of Financial Supervisory Authority (hereinafter FSA), approved as ammended and supplemented by Law no. 113/2013,as further amended and supplemented

According to the provisions of Art.14 par. (1) letter a) and par. (3) of Regulation no. 4/2010 of the National Securities Commission, on the registration with the National Securities Commission of the operations of the Company "Fondul Proprietatea SA" , as well as the trading of the shares issued by the Company, as further amended and supplemented,

considering the request of Franklin Templeton Investment Management Ltd United Kingdom -Bucharest Branch, registered by FSA under number 95974/05.11.2015 and 95986/05.11.2015 supplemented by notices no. 102372/04.12.2015, no. 108407/29.12.2015 and 108475/30.12.2015,

considering the fact that on the 29th of October 2015 , during the Ordinary General Shareholders Meeting, the shareholders of Fondul Proprietatea SA have approved the Resolution no. 8 regarding the termination of the management of SC Fondul Proprietatea SA by Franklin Templeton Investment Management Ltd United Kingdom -Bucharest Branch, starting with 1 April 2016,

based on the review of the specialized directorate and the resolution adopted within the meeting of 27.01.2016, the Council of the Financial Supervisory Authority decided on the issuance of the following individual document,

ENDORSEMENT

Article 1. We hereby endorse the amendments to the Management Agreement no. 45/ 29 April 2014 concluded between SC Fondul Proprietatea SA and Franklin Templeton Investment Management Ltd. United Kingdom - Bucharest Branch, as approved by the Resolution no. 8 of October 29th, 2015 of the Ordinary General Shareholders' Meeting and included into Addendum no. 5 to the Agreement, regarding the termination of the management of Fondul Proprietatea SA by Franklin Templeton Investment Management Ltd United Kingdom -Bucharest Branch , which shall be effective starting with 1 April 2016.

Article 2. Starting with 1 April 2016, Fondul Proprietatea SA shall be directly managed by Franklin Templeton International Services S.à r.l, under the principle of the freedom to provide services, as defined by Art. 34 par. (1) of Law no. 74/ 2015, as stated in the notice sent to the Commission de Surveillance du Secteur Financier Luxembourg, reffered to in Art. 33 para. (2) of the Directive 2011/61/EU.

Article 3. This endorsment will be published in the FSA bulletin, electronic format.

CHAIRMAN

Misu NEGRITOIU

Illegible signature

Stamp of the FSA

Annex 2