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30 Sep 2020 16:21
To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange
Current report according to Article 234 para. (1) letter k) 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 f) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments. Important events to be reported: Registration with the Trade Registry of the decrease of the subscribed share capital following the cancellation of 403,812,443 treasury shares Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch (the "Investment Manager"), in its capacity of investment manager of Fondul Proprietatea SA (the "Fund"), would like to inform investors that the Bucharest Trade Registry registered as of 30 September 2020 the Resolution no. 2/28 April 2020 of the Fund's Extraordinary General Shareholders' Meeting which approved the decrease of the subscribed registered share capital from RON 3,959,264,762.44 to RON 3,749,282,292.08, by cancelling a number of 403,812,443 treasury shares acquired by the Fund within the tenth buy-back programme. The decrease was endorsed by the Financial Supervisory Authority through Endorsement no. 189/10 September 2020, enclosed herein for reference. Consequently, as of today, the new value of the Fund's subscribed share capital is RON 3,749,282,292.08 (divided into 7,210,158,254 shares with a nominal value of RON 0.52/share), while the value of the paid-up share capital is RON 3,560,099,870.08 (divided into 6,846,345,904 shares with the same par value as above-mentioned). As a reminder, the difference between the subscribed and paid-up share capital derives from unpaid subscriptions owed by the Romanian State represented by the Ministry of Public Finance in amount of RON 189,182,422.00 (i.e. 363,812,350 shares with the same par value as above-mentioned). The updated Constitutive Act can be also found on the Fund's webpage at: https://www.fondulproprietatea.ro/files/live/sites/fondul/files/en/corporate-governance/Constitutive%20Act%2025%20Sept%20'20.pdf
Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch acting as Investment Manager of FONDUL PROPRIETATEA S.A.
Johan MEYER Legal Representative | Report date: 30 September 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: office@fondulproprietatea.ro
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
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Endorsement no. 189/10 September 2020 - Unofficial translation from Romanian
FINANCIAL SUPERVISORY AUTHORITY
ENDORSEMENT NO. 189/10.09.2020
Pursuant to the provisions of Article 2(1) a) and d), Article 3(1) a), Article 6(1) and (3), Article 8, Article 14, Article 27 and Article 28 of Government Emergency Ordinance no. 93/2012 on the establishment, organization and operation of the Financial Supervisory Authority, approved as amended and supplemented by Law no. 113/2013, as further amended and supplemented,
In consideration of the provisions of Article 6(2) of Title VII, Chapter II of Law no. 247/2005, as further amended and supplemented,
In consideration of the provisions of Article 72(4) c) of FSA Regulation no. 7/2020 on the authorization and operation of alternative investment funds,
In consideration of the provisions of Article 14(1) b) and c) of Regulation no. 4/2010 on the registration with the National Securities Commission and the operation of Societatea Comerciala "Fondul Proprietatea" S.A., as well as the trading of the shares issued thereby, as further amended and supplemented,
In consideration of Franklin Templeton International S.a.r.l.'s request to approve the changes in the documents contemplated during the registration of S.C. Fondul Proprietatea S.A., registered with F.S.A. under no. RG/20793/22.07.2020,
Based on the analysis conducted by the specialized department and the resolution adopted in the meeting of 09.09.2020, the Board of the Financial Supervisory Authority decided to issue the following individual deed:
ENDORSEMENT
Article 1. The decrease of Fondul Proprietatea S.A.'s share capital from RON 3,959,264,762.44 to RON 3,749,282,292.08, in compliance with EGMS Resolution no. 2/28.04.2020, is approved.
Article 2. The amendment of Article 7(1) of the articles of incorporation of Fondul Proprietatea S.A. as a result of the decrease of Fondul Proprietatea S.A.'s share capital from RON 3,959,264,762.44 to RON 3,749,282,292.08, is approved as follows:
"The subscribed share capital of Fondul Proprietatea is in the amount of RON 3,749,282,292.08, divided in 7,210,158,254 ordinary, nominative shares, having a nominal value of RON 0.52 each."
Article 3. This Endorsement becomes effective as of its delivery to Fondul Proprietatea S.A.'s director and will be published in the Bulletin of the Financial Supervisory Authority, in electronic form.
President
Nicu MARCU
[Illegible signature]
[Illegible stamp]
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