Franklin Templeton International Services, the administrator of Fondul Proprietatea, recommends that shareholders vote for the dual listing and carefully read the Ministry of Finance’s proposal regarding the agenda.

It will be recalled that Fondul Proprietatea wants to sell up to 19.94% of its shares in Hidroelectrica.

The document, published on the website of the Bucharest Stock Exchange, recommended “the approval of the sale of shares held by the Company in the share capital of Hidroelectrica, representing up to 19.94% of the total number of shares issued by Hidroelectrica, as follows:

• in the framework of a secondary public offering, the object of which are Hidroelectrica shares, with subsequent admission to trading in Hidroelectrica shares on one or more regulated and/or equivalent markets and/or any other trading venue in Romania and/or in a member state of the European Union and/or from a third country

• in any other way by the decision of the Sole Manager”.

The Trustee recommends a “yes” vote as it provides greater flexibility in the structure of the sale in order to maximize value for the Fund and, by extension, all shareholders.

Another issue is on the agenda, introduced at the request of the Ministry of Finance, which owns 5% of Fondul Proprietatea. It is a statement where he says he wants to receive a special dividend 3 months after receiving the amount.

The fund manager abstains from proposing a vote on this issue.

However, it provides the following clarifications: Please note that there are legal and practical limitations to its implementation and therefore any distribution of funds following the successful sale of Hidroelectrica shares will require separate shareholder approval. Some of these legal and practical limitations are:

• By law, dividends must only be paid out of profits determined in accordance with legal provisions, and although sales proceeds can contribute to the creation of such profits, the two concepts are not the same. In addition, the fund administrator will need to carefully analyze the sources of equity capital available for distribution to shareholders (regardless of the proceeds from such sales);

• Any proceeds from the sale must also be used to cover operating expenses and cover the operations and operating liabilities of the Fund for the foreseeable future so that not all of the proceeds from such sale may be used in connection with any dividends.

AGEA and AGOA will be held on November 15.