Notice of AGSM for 21 April 2023

To: Bucharest Stock Exchange

Financial Supervisory Authority

London Stock Exchange

Current report according to Article 234 para. (1) letter c) of the Financial Supervisory Authority Regulation no. 5/2018 on issuers of financial instruments and market operations, as well as the provisions of Article 99 letter a) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments

Important events to be reported:

Convening notice of the Extraordinary and Ordinary General Meetings of Shareholders of Fondul Proprietatea S.A. to be held on 21 April 2023

Franklin Templeton International Services S.À R.L, as alternative investment fund manager and sole director (the "Sole Director") of Fondul Proprietatea SA ("Fondul Proprietatea" / the "Company"), hereby, publishes the Convening notice of Fondul Proprietatea's Extraordinary ("EGM") and Ordinary General Meetings of Shareholders ("OGM") to be held on 21 April 2023, approved by Fondul Proprietatea's Board of Nominees on 27 February 2023, and enclosed in the Annex to this report.

Both meetings shall take place at "INTERCONTINENTAL ATHÉNÉE PALACE BUCHAREST" Hotel, Le Diplomate Salon, 1-3 Episcopiei Street, Sector 1, Bucharest, 010292, Romania, commencing 11:00 AM (Romanian time) in case of EGM and 12:00 PM (Romanian time) in case of OGM.

Please note that only the persons registered as shareholders of the Company on 23 March 2023 (considered as the "Reference Date") in the Shareholders' Register kept by Depozitarul Central S.A. have the right to participate and vote at the EGM and OGM.

Considering the provisions of the Annual Cash Distribution Policy of Fondul Proprietatea, the available cash balance and the ongoing Discount Control Mechanism measures (approval of the public buy-back tender offer on 2 February 2023), the Sole Director proposes to shareholders for their approval, as per the convening notice, a cash distribution of RON 0.05 per share.

The Sole Director intends to use any cash inflows related to portfolio events occurring during 2023 to further implement the Discount Control Mechanism techniques set out in the Fund's Investment Policy Statement such as by funding the buyback programme, as approved by the Fund's shareholders, and/or by proposing the payment of a potential dividend or potential dividends to the Fund's shareholders (subject to market conditions and any restrictions under Romanian legal or tax regulations and to required shareholders' approval).

The above-mentioned Discount Control Mechanism techniques will be separate from any distributions resulted from the ongoing listing projects.

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

Johan MEYER

Permanent Representative

Report date:

28 February 2023

Name of the issuing entity:

Fondul Proprietatea S.A.

Registered office:

76-80 Buzesti Street

7th floor, district 1,

Bucharest, 011017

Phone/fax number:

Tel.: + 40 21 200 96 00

Fax: +40 31 630 00 48

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 and paid-up share capital:

RON 3,233,269,110.76

Number of shares in issue and paid-up:

6,217,825,213

Regulated market on which the issued securities are traded:

Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange