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To: Bucharest Stock Exchange
Financial Supervisory Authority
Current report according to Article 234 para. (1) letter b) 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:
Request to Supplement the Convening notice of the Extraordinary and Ordinary General Meetings of Shareholders of Fondul Proprietatea S.A. convened for 28/29 May 2026
Franklin Templeton International Services S.a r.l., as alternative investment fund manager and sole director (the “Fund Manager”) of Fondul Proprietatea SA (the “Fund” or “Fondul Proprietatea”), would like to inform investors that, on 17 April 2026, it received a request to supplement the agenda of the Ordinary General Meeting of Shareholders (the “OGM”) of Fondul Proprietatea convened for 28/29 May 2026 from certain shareholders of the Fund who claim to jointly hold more than 5% of the Fund’s share capital.
Attached to this report is the shareholders’ request to supplement the agenda of the OGM of Fondul Proprietatea, which will remain published on the Fund’s website within the News section, with a corresponding link within the Frequently Asked Questions section.
The shareholders’ request has included the following item as proposal for the OGM agenda:
“The approval of the value of gross dividend of RON 0,0408 per share from the 2025 financial year audited profit, in accordance with the supporting materials.”
Date of registration: 5 June 2026
Ex-date: 4 June 2026
Payment date: 19 June 2026
The Fund Manager is analysing the request of the shareholders in terms of fulfilling the applicable legal provisions for the supplementation of the OGM agenda, in order to ensure the proper enforcement of the resolutions adopted by the meeting. The Fund Manager also notes the following:
Proposed dates with respect to the payment of dividends
Pursuant to Article 87 para. (1) of Law no. 24/2017 on issuers of financial instruments and market operations, the registration date must be set at least 10 working days after the date of the general meeting. Given the convening dates of 28 May 2026 (first convening) and 29 May 2026 (second convening), the proposed registration date of 5 June 2026 is earlier than the minimum required 10 working days after the OGM.
Under Financial Supervisory Authority’s Regulation no. 5/2018 on issuers of financial instruments and market operations, the ex-date must be set one working day prior to the registration date and the payment date must be set no later than 15 working days following the registration date. Therefore, the proposed ex-date of 4 June 2026 and payment date of 19 June 2026 do not comply with these legal requirements.
Cash position
The shareholders’ explanatory notes refer to a ”cash and deposits with banks” position of approximately RON 398,7 million as of 31 December 2025.
The Fund Manager would like to clarify the cash and cash equivalents position, as included in the audited financial statements as of 31 December 2025. The Cash Flow statement on page 5 of the financial statements shows an amount of RON 148,89 million in current accounts and bank deposits, being the cash available to the Fund for various payments linked with its activity. The difference to the RON 398,6 million shown at the bottom of the same page relates to the distribution bank accounts, as explained in the notes to the financial statements.
As per applicable legislation, distributions to shareholders are managed by the Central Depository and the Paying Agent (BRD). The cash held in the distribution bank accounts is managed solely by these two entities and can only be used to pay shareholders under ongoing distributions, and therefore cannot be used to fund any additional dividends. The corresponding liability of RON 248,97 million is recorded as “Payable to shareholders” on page 2 of the financial statements and in Note 15 (a).
Dividend expectations from portfolio companies
As at the date of this current report, the top three portfolio companies have not yet convened their annual general shareholders’ meetings to propose the annual dividend distributions.
Given that the deadline for adding new items to the agenda expires on 4 May 2026, the Fund Manager will undertake all necessary formalities to supplement the convening notice of the Extraordinary and Ordinary General Meetings of Shareholders after that date, in accordance with applicable legal requirements.
Franklin Templeton International Services S.a r.l. in its capacity of alternative investment fund manager and sole director of FONDUL PROPRIETATEA S.A.
Daniel NAFTALI
Permanent Representative
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