Slides
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Fondul Proprietatea – 2025 Preliminary Annual Results Conference Call 19 January 2026
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1 Fund Information
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2 Key Facts FP Adjusted Share Price (RON) vs. Discount / Premium (%)Fund Details Source: FP December 2025 Factsheet, BVB and Bloomberg, NBR for the RON/USD FX rate, Fund Manager calculations. Note 1: The discount/premium is calculated based on the latest published NAV available for the day of the calculation, according to the IPS. Note 2: The USD values are calculated based on the NBR FX as at the day of the calculation. 1. Excluding Treasury shares repurchased as at 31 December 2025. 31 December 2025 NAV RON USD Total NAV 2.34 bn 0.54 bn NAV/Share 0.7944 0.1830 Key trading figures as at 16 January 2026 Price/Share 0.6610 0.1509 Market Capitalization1 1.95 bn 0.44 bn (Discount)/Premium per Share (16.79)% -64% -54% -44% -34% -24% -14% -4% 6% 0.00 0.10 0.20 0.30 0.40 0.50 0.60 1/11 6/12 10/13 2/15 7/16 11/17 3/19 7/20 12/21 4/23 8/24 1/26 Adjusted Share Price (RON) Discount / Premium (%)
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3 Shareholder structure 1. Note: Based on the paid share capital starting December 2011. Source: FP shareholder structure reports. The new value of the share capital (including voting rights), effective as of 13 August 2025, was registered with the Central Depository on 20 August 2025. 2. Source: Fund Manager current reports. Evolution (% Held)1 • On 26 August 2025, the shareholders Axor Holding D.D., Equinox D.D., and Intus Invest D.O.O., have sent a disclosure of holdings over 5% of the total voting rights held in the Fund, thus, please note that as at 25 August 2025, the aforementioned shareholders, by virtue of acting in concert, held 5.06% of the total Fondul Proprietatea voting rights2. 39% 6% 7% 10% 10% 10% 12% 12% 12% 12% 31% 36% 29% 21% 20% 21% 18% 18% 16% 19% 18% 21% 21% 23% 51% 52% 50% 50% 49% 48% 47% 6% 9% 9% 9% 11% 13% 14% 19% 17% 27% 33% 39% 37% 24% 16% 15% 14% 12% 12% 13% 14% 34% 35% 37% 30% 28% 22% 18% 13% 2% 2% 1% 14% 43% 54% 55% 53% 25% 22% 20% 16% 17% 12% 15% 11% 3% 6% 5% 6% 11% 13% 13% 13% 10% 10% 6% 5% 6% 4% 3% 3% 3% 3% 3% 4% 3% 3% 5% 5% 6% 7% 7% 7% 7% 2% 2% 10% 10% 3% 8% 3% 18% 6% 12% 3% 9% 37% 10% 11% 14% 8% 8% 8% 8% 12/10 12/11 12/12 12/13 12/14 12/15 12/16 12/17 12/18 12/19 12/20 12/21 12/22 12/23 12/24 3/25 6/25 9/25 10/25 11/25 12/25 Ministry of Finance Romanian Individuals Romanian legal entities The Bank of New York Mellon (depository bank for GDRs) Foreign legal entities Foreign Individuals Treasury Shares
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4 NAV, Share price and GDR Performance Source: BVB, Bloomberg, FP Factsheets. Note: The discount/premium is calculated based on the latest published NAV available for the day of the calculation. The Performance Inception date for the NAV is 31 December 2010, for the Share Price is 25 January 2011, and for the GDRs is 2 9 April 2015. 1. Dividend adjusted. 2. As at 31 December 2025. 3. As at 16 January 2026, calculated in accordance with the IPS. 4. The effective cancellation of trading and delisting of the GDRs from the Specialist Fund Segment of the Main Market of the Lo ndon Stock Exchange plc took place on 25 April 2025. Fondul Proprietatea did not hold any GDRs as at the delisting date. 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 20252 Since Performance Inception2 NAV/ share (RON) (0.5)% 8.9% 13.3% 1.4% (0.6)% 7.3% 13.1% 19.9% 31.2% 2.2% 47.8% 19.1% (2.4)% 17.0% 22.4% 494.9% Share Price (RON) (30.3)% 38.3% 61.3% 14.5% (4.1)% 4.9% 21.5% 9.9% 49.1% 37.8% 48.5% 12.2% 45.0% (32.1)% 94.7% 1,339.9% GDR (USD) N/A N/A N/A N/A N/A 1.2% 35.9% (1.9)% 41.4% 48.5% 42.0% 3.9% 34.9% (36.7)% N/A4 N/A4 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 YTD3 Current3 Share Price (55.7)% (50.1)% (40.7)% (30.9)% (29.1)% (32.1)% (28.1)% (29.5)% (29.4)% (21.1)% (5.7)% (21.6)% (23.9)% (34.3)% (41.4)% (16.1)% (16.8)% GDR N/A N/A N/A N/A (29.6)% (30.0)% (27.0)% (29.8)% (30.7)% (21.7)% (7.6)% (22.4)% (24.5)% (34.7)% (48.7)%4 N/A N/A Cumulative Performance1 Average Discount to NAV
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5 Portfolio
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6 Portfolio Structure 75.1% 11.1% 4.7% 3.1% 6.0% 1. Source: FP December 2025 Factsheet. 2. Source: 31 December 2025 NAV report. Listed vs Unlisted (% of NAV as at 31 December 2025)1 By Sector (% of NAV as at 31 December 2025)1 88.7% 5.3% 6.0% OthersInfrastructure Net Cash & ReceivablesSalt Mining • As at 31 December 2025, the portfolio included stakes in 23 companies (5 listed and 18 unlisted). • The net cash and receivables as at 31 December 2025 was RON 140.4 million2. Unlisted Listed Net Cash & receivables Aluminium
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7 Largest Holdings by NAV Source: FP December 2025 Factsheet. 1. Based on the FP 30 September 2025 Detailed Statement of Investments. Portfolio Company Status Majority Shareholder % FP Stake1 NAV as at 31 December 2025 (RON mn) % in NAV as at 31 December 2025 Bucharest Airports Unlisted Romanian State 20.0% 1,366.5 58.3% Constanta Port Unlisted Romanian State 20.0% 361.6 15.4% Salrom Unlisted Romanian State 49.0% 259.9 11.1% Alro SA Listed Vimetco PLC 10.2% 109.0 4.7% Zirom SA Unlisted Fondul Proprietatea 100.0% 29.4 1.3% Top Portfolio Holdings 2,126.4 90.8% Net Cash and Receivables 140.4 6.0% Total NAV 2,342.5 NAV Per Share (RON) 0.7944
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8 Overview of NAV evolution during FY2025 Portfolio Company Value in NAV as at 31 December 2024 (RON mn) Value in NAV as at 30 June 2025 (RON mn) Value in NAV as at 31 December 2025 (RON mn) 31 Dec 2025 vs. 30 June 2025 (%) 31 Dec 2025 vs. 31 Dec 2024 (%) Bucharest Airports 1,033.9 1,063.3 1,366.5 28.5% 32.2% Constanta Port 371.7 358.2 361.6 0.9% (2.7)% Salrom 326.8 260.6 259.9 (0.3)% (20.5)% Other holdings 249.3 204.2 214.1 4.8% (14.1)% Total Equity Portfolio 1,981.7 1,886.3 2,202.1 16.7% 11.1% 1. 31 December 2024, 30 June 2025, 31 December 2025 NAV reports.
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9 Bucharest Airports – Update Source: Individual IFRS financial statements. *Comparative values were restated. Financial performance 2016 2017 2018 2019 2020 2021 2022 2023 2024 9M 2024* 9M 2025 % y.o.y. Operating revenues (RON mn) 754.7 890.9 992.6 1,066.6 405.6 578.0 999.1 1,206.8 1,434.2 1,020.1 1,226.8 20.3% Operating result (RON mn) 263.6 337.6 445.9 399.0 (175.3) 40.8 345.8 499.7 663.8 600.5 752.4 25.3% Net Income / Loss (RON mn) 224.7 290.7 371.8 359.6 (146.4) 34.0 304.0 453.3 608.8 462.7 609.4 31.7% Number of passengers (mn) 10.99 12.84 13.84 14.73 4.47 6.92 12.61 14.70 16.10 12.2 13.3 9.0% • Traffic continued to rise by a steady 9% y.o.y in 9M 2025, reaching 13.3 million passengers. This trend was the main positive driver for the improved operational profitability, which was up by 25.3% y.o.y to RON 752.4 million. • Share capital increase: On 8 July 2025, the Ministry of Transport approved within a GSM the Resolution no. 8/8 July 2025, to restart the valuation process for the share capital increase with the value of the lands at Baneasa Airport. The Fund challenged this GSM decision in court, before Ilfov Tribunal and the first hearing has been set for 5 February 2026. • GSM for approving the repurchase of the minority stake held by the Fund in CNAB: On 5 December 2025, CNAB informed the Fund of the Convening Notice for the 8/9 January 2026 EGM regarding the intention to repurchase the minority stake held by the Fund —an initiative on which the Fund’s Manager had not been consulted. At the 9 January 2026 EGM, shareholders approved the intention with an 80% majority. In light of the CNAB EGM resolution, the Fund Manager will engage with the company’s management, its advisors and all other relevant stakeholders to ensure the best outcome for the Fund’s shareholders. • Corporate Governance: The board of the company has finalised the selection process for CEO and CFO positions. They appointed Mr Bogdan Mindrescu, former State Secretary in the Ministry of Transport, as CEO, and Mrs Madalina Rusu as CFO, who occupied a similar position in a subsidiary of Electrica Group. Their mandates will end in July 2028. Board members were appointed in July 2024 for 4-year mandates. However, Fondul Proprietatea challenged the legality of these appointments in Court due to irregularities in the selection process and outcomes, which in the Sole Director’s view go against the provisions of GEO no. 109/2011. The next court hearing is scheduled for 29 April 2026.
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10 Constanta Ports – Update Source: Financial statements in accordance with applicable Romanian accounting regulations. Financial performance 2016 2017 2018 2019 2020 2021 2022 2023 2024 9M 2024 9M 2025 % y.o.y. Operating revenues (RON mn) 314.0 330.5 345.2 369.0 398.8 418.9 510.4 571.2 522.0 401.2 367.6 (8.4)% Operating profit (RON mn) 54.8 93.8 95.8 117.0 145.9 140.6 131.5 195.9 242.7 264.4 118.3 (55.3)% Net Income (RON mn) 36.8 79.7 75.7 108.2 130.3 130.5 114.5 195.4 256.3 269.1 154.6 (42.5)% Total traffic (mn tons) 59.4 58.4 61.3 66.6 60.4 67.5 75.6 92.5 77.5 60.1 51.7 (14.0)% • Traffic reached 51.7 million tons in 9M 2025, 14% lower y.o.y., in the context of a continued drop of volumes linked to Ukraine. Operating profitability dropped significantly y.o.y., but after adjusting for the one-off reversal of provision from 2024 (RON 112.9 million), the operating profit declined by 22% y.o.y. For 9M 2025, the net profit stands at RON 154.6 million vs. RON 101.5 million budgeted for the full year. • Corporate Governance: All Board members have interim mandates. The selection process for full 4-year Board mandates has started, and it is expected to be finalised in the coming months. • Giurgiulești Port: The Board of Constanta Ports convened a GSM for 12 February 2026 to seek shareholder approval of the purchase price for the acquisition of 100% of the shares in ICS Danube Logistics (Giurgiulești Port, Moldova Republic) and the share purchase agreement. During the GSM held on 19 June 2025, the Ministry of Transport approved the company to submit a binding offer for the potential purchase of ICS Danube Logistics SRL. Previoulsy, during the GSM held on 15 May 2025, the Ministry of Transport approved the company to procure external legal services to support a potential cash share capital increase of up to USD 99 million.
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11 Salrom – Update Source: IFRS financial statements. Financial performance 2016 2017 2018 2019 2020 2021 2022 2023 2024 9M 2024 9M 2025 % y.o.y. Operating revenues (RON mn) 312.4 394.1 436.9 469.2 300.2 374.5 495.3 517.1 486.7 350.1 329.5 (5.9)% Operating profit (RON mn) 36.3 107.3 93.5 84.6 15.8 70.1 134.4 140.8 119.2 87.5 20.8 (76.2)% Net Income (RON mn) 30.1 81.1 76.4 77.0 11.5 60.2 120.7 130.6 111.3 81.5 23.9 (70.7)% • During 9M 2025 Salrom registered operating revenues of RON 329.5 million, down 5.9% y.o.y. Due to primarily the registration as expenses of the loss of long-term assets and inventory due to the floodings at Praid Salt mine, net profit declined to RON 23.9 million during 9M 2025, down from RON 81.5 million during 9M 2024. • Flooding of Praid Salt Mine: In early May 2025, heavy rainfall in Harghita County caused major water infiltration into the Praid Salt Mine galleries, prompting Salrom to suspend mining and tourism from 5 May. The company mobilised technical teams and worked with authorities on urgent measures, including drainage works and redirecting surface water to reduce pressure. In spite of the efforts, on 29 June 2025 the dam built underground by Salrom employees gave away under the pressure of water that entered beneath it. Following the flooding of the Praid Salt Mine, both mining operations and tourist activities have ceased. Based on Government Decision no. 530/2025, Salrom applied for state aid for a total amount of RON 76.5 million to offset some of the losses incurred. The State aid was received by the company on 23 December 2025. • Corporate Governance: On 22 July 2025, Ms. Simona Ochian and Mr. Valeriu Ionita resigned from their position of board members. During the GSM on 21 October 2025, a new Board was appointed. Fondul Proprietatea appointed two members through cumulative vote, respectively Mr. Voicu Cheta and Mrs Luiza Haschka, for an interim period of five months. A GSM was convened for 26 January 2026 for the initiation of the selection procedure for candidates to fill in permanent positions of members of the Board of Directors as per the requirements of Corporate Governance Government Emergency Ordinance no. 109/2011.
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12 Largest Holdings by NAV – Key financials Note: EBITDA = Operational result adjusted for Depreciation and Amortization revenues/expenses from revaluation of tangible a ssets, provisions, impairment of tangible assets, and subsidies. For Salrom EBITDA for FY 2020 was adjusted with the Revaluation of assets. Source: Companies’ annual individual financial statements, except for Alro where consolidated is displayed, Fund Manager calculations. 1. As at 31 December 2025. Source: FP December 2025 Factsheet. 2. Weighted for the Fund’s stake in the companies. Top Holdings1 EBITDA (RON mn) Net Profit (RON mn) 2020 2021 2022 2023 2024 2020 2021 2022 2023 2024 Bucharest Airports (25.6) 160.9 477.3 602.3 820.7 (146.4) 34.0 304.0 453.3 608.8 Constanta Port 163.0 183.1 197.7 232.6 319.9 130.3 130.5 114.5 195.4 256.3 Salrom 41.7 87.1 154.7 154.2 134.1 11.5 60.2 120.7 130.6 111.3 Alro SA 566.5 386.2 863.8 (164.3) 344.6 334.8 26.3 409.5 (561.7) 10.3 Zirom SA 0.2 (2.8) 6.5 5.5 6.4 (4.9) (8.2) 1.5 0.6 0.9 Total 745.8 814.5 1,700.0 830.3 1,625.7 325.3 242.8 950.2 218.2 987.6 Weighted Total2 105.9 148.1 305.4 231.3 335.4 31.7 56.9 186.1 137.0 229.5
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13 Corporate Actions
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14 Distributions to Shareholders The total distributions through buy-backs and cash would amount to RON 29.2 bn / USD 7.1 bn4 1,124.3 552.7 507.7 1,499.0 1,778.5 923.6 1,190.8 1,743.7 1,870.6 1,081.3 1,483.0 1,519.9 1,931.5 11,266.8 428.8 281.0 Source: Fund Manager calculations, Fund Manager annual results reports, Fund Manager current reports. Note: Values exclude related acquisition fees. USD values based on the NBR average USD/RON FX for each year. For 2025, averag e RON / USD FX up to 31 December. 1. Based on the total annual distributions through buy -backs and cash, the average closing share price on BVB for the respective ye ar, and the average number of paid shares excluding Treasury shares up to year-end. For 2025: average closing share price up to 30 December and average number of paid shares excluding Treasury shares up to 31 December. 2. 2021 Gross distributions figure refers to the 3 special gross distributions approved during the year. 3. Amounts based on buy-backs up to 31 December 2025, RON 0.0409 per share dividend distribution approved by shareholders during the 29 April 2025 Annual GSM and the 0.0123 per share dividend distribution approved by shareholders during the 29 September 2025 GSM. The yield is based on the average number of paid shares excluding Treasury shares up to 31 December 2025. 4. As at 31 December 2025, average NBR RON/USD FX up to 31 December 2025. 1,124.3 432.7 507.7 536.4 601.3 534.3 516.9 924.0 500.0 642.3 418.0 1,191.9 774.3 9,450.1 212.5 163.1 120.0 362.6 344.7 389.3 189.5 236.6 249.1 257.5 252.4 328.1 445.8 269.7 38.3 62.1 600.0 832.5 484.4 583.1 1,121.5 181.5 812.6 711.5 1,547.0 178.1 55.8 8.1% 7.5% 17.5% 18.3% 10.5% 15.5% 21.9% 25.4% 14.8% 18.3% 14.7% 17.0% 159.8% 29.6% 22.7% -80.00% -30.00% 20.00% 70.00% 120.00% 170.00% 220.00% 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 5,500 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021² 2022 2023 2024 2025³ Gross Distributions Buy-backs Tender offer Distribution Yield (%)¹ Annual Distributions to Shareholders (RON mn)
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15 Buy – back programs Source: Fund Manager current reports, Fund Manager calculations. 1. To be effective, the FSA endorsement is legally required, and the shareholders’ resolution for the share capital decrease needs to be registered with the Trade Register. 2. As at 31 December 2025. Based on 252,097,337 shares repurchased (251,650,337 ordinary shares and 447,000 equivalent shares of the GDRs repurchased). The effective cancellation of trading and delisting of the GDRs from the Specialist Fund Segment of the Main Market of the London Stock Exchange plc took place on 25 April 2025. Fondul Proprietatea did not hold any GDRs as at the delisting date. 3. Computed based on the new subscribed and paid-up share capital, resulting after the cancellation of the 16th buyback program, subject to shareholders’ approval and following the registration with the Trade Registry. Program Period Status No. of shares (to be) repurchased / % of the Fund’s issued share capital Average share price (RON / share) Broker Cancellation of shares1 16th FY 2025 Finalized 0.25 bn / 7.88% 0.46762 Auerbach Grayson, Swiss Capital Submitted for shareholders’ approval during the 26/27 February 2026 GSM 17th FY 2026 Submitted for shareholders’ approval during the 26/27 February 2026 GSM 0.29 bn / 10.00%3 0.2 – 2.0 To be selected The cancellation of shares will be subject to shareholders’ approval after the completion of the programme
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16 Fourteenth Tender Offer Size of the Offer 80,000,000 shares Purchase price RON 0.6975 per share Subscription period 11 September 2025 – 25 September 2025 Allocation method and ratio • Pro-rata • 0.0555899178 Intermediary Swiss Capital S.A. Dealer managers Swiss Capital S.A. and Auerbach Grayson Source: Fund Manager current reports and Tender Offer documentation.
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17 Annual dividend income – Largest Holdings by NAV Source: Companies’ GSM decisions for approving the annual dividend payments. Note: Annual regular dividends, i.e., excluding special dividends, distributed out of the operating profit recorded during th e mentioned financial year. The annual regular dividends are distributed based on the individual financial statements. 1. Source: FP December 2025 Factsheet. 2. The company registered losses. Top Holdings1 Dividend Payout (%) FP Net Dividend (RON mn) 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 Bucharest Airports 90 -2 0 50 90 90 36.7 -2 0.0 31.5 80.4 103.0 Constanta Port 25 25 25 25 0 0 5.5 6.7 6.7 5.7 0.0 0.0 Salrom 50 90 90 90 100 90 19.8 5.6 29.3 56.0 63.7 52.0 Alro SA 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 Zirom SA 0 0 0 0 0 0 0.0 0.0 0.0 0.0 0.0 0.0 Total Top Holdings (RON mn) 62.0 12.3 36.0 93.2 144.1 155.0
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18 Total dividend income from portfolio companies RON FP Net Dividend 2016 2017 2018 2019 2020 2021 2022 2023 2024 202512 Total Dividends from Listed Companies (mn) 36.0 148.1 199.6 223.0 200.2 117.0 127.7 0.9 0.5 0.2 Total Dividends from Unlisted Companies (mn) 315.2 404.5 366.9 710.0 1,007.9 532.0 800.5 954.9 145.3 155.4 Total Annual Dividend Income (mn) 351.2 552.6 566.5 673.7 525.0 398.1 656.2 875.4 145.8 155.6 Total Special Dividend Income (mn) – 185.2 199.5 259.3 683.1 250.9 272.0 80.4 - - Total Dividends (mn) 351.2 737.8 766.0 933.0 1,208.1 649.0 928.2 955.8 145.8 155.6 Dividend / Distribution per Share 0.0500 0.0678 0.0903 0.0642 0.20205 0.1250 0.05008 1.722510 0.060011 0.053213 Share Price 0.91801 0.89902 1.01503 1.18504 1.85206 1.98807 2.03509 1.984010 0.476611 0.410014 Dividend / Distribution Yield 8.76% 7.54% 8.90% 5.42% 11.02%6 6.29%7 2.46%9 86.82%10 12.59%11 14.33%14 Source: Fund Manager calculations, portfolio companies’ GSM decisions for approving dividend payments. Note: The Fund Manager’s dividend proposals are calculated based on the Fund’s Annual Cash Distribution Policy. 1. As at 6 June 2017. 2. As at 11 June 2018. 3. As at 10 June 2019. 4. As at 10 June 2020. 5. Includes the three special dividends distributions approved in 2021 by shareholders. 6. Average share price based on the share price as at the Registration dates for the three special dividend distributions approved in 2021. Dividend yield calculated as total dividend yield for the three special dividend distributions approved in 2021. 7. As at 3 June 2022. 8. Gross dividend distribution approved in the 21 April 2023 Annual GSM. 9. Based on FP share price as at 12 May 2023, the Registration date for the RON 0.05 dividend per share distribution approved by shareholders during the 21 April 2023 Annual GSM. 10. Distribution approved by shareholders in the 18 August 2023 GSM. Yield calculated based on the FP share price as at 6 September 2023. 11. Based on FP share price as at 17 May 2024, the Registration date for the RON 0.06 dividend per share distribution approved by shareholders during the 30 April 2024 Annual GSM. 12. As at 31 December 2025. 13. Includes the two dividend distributions approved in 2025 by shareholders. 14. Average share price based on: FP closing share price as at 28 May 2025, the Registration date for the RON 0.0409 dividend per share distribution and FP closing share price as at 4 November 2025, the Registration date for the RON 0.0123 dividend per share distribution. Dividend yield calculated as total dividend yield for the two dividend distributions approved in 2025.
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19 2026 Financial calendar • 2025 Preliminary Annual Results Conference Call • General Shareholders Meeting 14 August19 January 15 May • Publication of the Q1 2026 Results • Publication of the H1 2026 Results 13 November • Publication of the Q3 2026 Results More information about the Investor Relations Calendar can be found on the Fund’s website www.fondulproprietatea.ro 26/27 February 17 August • H1 2026 Results Conference Call
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20 26/27 February 2026 GSM – Main Points (I) EGM Only the persons registered as shareholders of Fondul Proprietatea on 11 February 2026 (the Reference Date) in the register of shareholders kept by Depozitarul Central S.A. have the right to participate and vote at the GSM • Presentation by the Board of Nominees on the outcomes of the shareholder questionnaires and the engagement process carried out with shareholders. (Item added on the agenda by the Board of Nominees) • Approval to mandate the Fund Manager to implement the conclusions of the shareholders consultation in the Fund’s Investment Policy Statement. The Investment Policy Statement will be presented for approval to the Fund’s shareholders in accordance with the Constitutive Act of Fondul Proprietatea. (Item added on the agenda by the Board of Nominees) • The in-principle approval of the consolidation of the nominal value of a share of Fondul Proprietatea, by increasing the nominal value of the shares simultaneously with the reduction of the total number of shares (100 shares with a nominal value of 0.52 RON/share = 1 share with a nominal value of 52 RON/share). (Item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) • The approval of the decrease of the subscribed and paid-up share capital of Fondul Proprietatea by RON 131,090,615.24, from RON 1,664,407,948.32 to RON 1,533,317,333.08, pursuant to the cancellation of 252,097,337 own shares acquired by Fondul Proprietatea during 2025 through the 16th buy-back programme. • The approval of the Sole Director’s authorization to buy-back shares of Fondul Proprietatea via trading on the regular market on which the shares of Fondul Proprietatea are listed or purchased by public tender offers, in compliance with the applicable law, for a maximum number of 294,868,717 shares, during the 2026 financial year, starting with the date when the resolution related to this approval is published in the Official Gazette of Romania, Part IV and until the maximum legal limit of 10% of the Fund’s share capital, as decreased further the implementation of the EGM resolution approving the share-capital decrease in accordance with item 4 of this EGM agenda, is reached. Source: 26/27 February 2026 GSM Documentation.
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21 26/27 February 2026 GSM – Main Points (II) The approval of: 19 March 2026 as the Ex – Date; 20 March 2026 as the Registration Date; OGM • The approval of: (a) the appointment of Franklin Templeton International Services S.à r.l. as sole director of Fondul Proprietatea that acts also as the alternative investment fund manager of Fondul Proprietatea, for a duration of four (4) years starting with 1 April 2026 and until 1 April 2030 (the “New Mandate”); and (b) the commercial terms along with the execution of the new Management Agreement between Fondul Proprietatea and Franklin Templeton International Services S.à r.l.. Mr. Matej Rigelnik, the Chairperson of the Board of Nominees, and any other member of the Board of Nominees are empowered to sign, jointly or individually, the said Management Agreement for and on behalf of Fondul Proprietatea. (secret vote) (Item added on the agenda by the Board of Nominees) • The appointment for a period of three (3) years of one (1) member of the Board of Nominees of Fondul Proprietatea. (secret vote) • The approval of the operating rules for the Audit and Valuation Committee, as adopted by the Board of Nominees, in accordance with the Resolution no. 20 of the Ordinary Shareholders’ Meeting of FP dated 21 November 2025. • The approval of the Operating Rules for the Board of Nominees in accordance with the Resolutions no. 21, 22 and 23 of the Ordinary Shareholders’ Meeting of FP dated 21 November 2025. Source: 26/27 February 2026 GSM Documentation.
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22 26/27 February 2026 GSM – Main Points (III) OGM • The approval of the implementation of a permanent Market-Making Programme to ensure deep and consistent liquidity for the Fund’s shares across the market. The Sole Director is hereby mandated to identify and implement relevant measures in relation to the market-making programme in accordance with the regulatory framework and the legal responsibilities of the Fund Manager. (Item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) • The approval of the implementation of enhanced transparency and disclosure standards, including clear strategic guidance on the Company’s future. The Sole Director is mandated to identify and implement relevant measures in a reasonable timeframe in accordance with the regulatory framework and the legal responsibilities of the Fund Manager. (Item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) • Approval for the initiation of a full cost and fee structure review to ensure total alignment with shareholder value creation. The Sole Director is mandated to identify and implement relevant measures in a reasonable timeframe and in accordance with the other resolutions of the General Shareholders Meetings, the regulatory framework and the legal responsibilities of the Fund Manager. (Item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) Source: 26/27 February 2026 GSM Documentation. The approval of: 19 March 2026 as the Ex – Date; 20 March 2026 as the Registration Date;
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23 Financial results
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24 Preliminary Unaudited Statement of Comprehensive Income Source: preliminary unaudited IFRS financial results of the Fund for 2025, audited IFRS financial statements for 2024. 1. This caption mainly includes the net foreign exchange gain/ (loss), annual income from the depositary bank of the Fund’s GDRs and other operating income/ (expenses). RON mn 2025 Unaudited 2024 Audited Net gain from equity investments at fair value through profit or loss 308.3 109.3 Gross dividend income 155.6 145.8 Interest income 20.5 34.1 Other (expenses)/ income, net1 (0.1) 1.0 Net operating income 484.4 290.3 Administration fees recognised in profit or loss (19.6) (19.6) Other operating expenses (15.8) (17.4) Operating expenses (35.4) (37.0) Profit before income tax 449.0 253.3 Income tax recognised in profit or loss (1.1) (1.8) Profit for the year 447.9 251.5 Other comprehensive income - - Total comprehensive income for the year 447.9 251.5
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25 Preliminary Unaudited Statement of Financial Position Source: preliminary unaudited IFRS financial results of the Fund for 2025, audited IFRS financial statements for 2024. RON mn 31 December 2025 Unaudited 31 December 2024 Audited 31 Dec 2025 vs. 31 Dec 2024 (%) Cash and current accounts 0.1 0.2 -50.0% Distributions bank accounts 249.4 285.2 -12.6% Deposits with banks 149.1 273.7 -45.5% Equity investments 2,202.1 1,893.7 +16.3% Other assets 0.3 0.4 -50.0% Total assets 2,601.0 2,453.2 +6.0% Payable to shareholders 249.0 284.5 -12.5% Other liabilities and provisions 9.5 6.6 +43.9% Total liabilities 258.5 291.1 -11.2% Total equity 2,342.5 2,162.1 +8.3% Total liabilities and equity 2,601.0 2,453.2 +6.0%
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26 To ask a question: • use the Ask a question box or, • use one of the displayed phone numbers and press *, followed by no.1 on your telephone keypad.
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27 Disclaimer (I) This presentation is for general information only and reflects the personal views of the presenter. Nothing herein is intended to constitute advice on investment, legal or tax matters, any form of personal recommendation nor it should be construed as, constituting or forming part of, any actual offer to sell or issue, or any solicitation of any offer to purchase or subscribe for, or an invitation to buy or sell shares in Fondul Proprietatea SA (“the Fund”) or in any other issuer of securities mentioned herein or to initiate any kind of transaction whatsoever. Neither the Fund nor its Fund Manager (as defined below) and its delegates accept any liability of any kind for any losses arising from making use of such information. Furthermore, this presentation is not intended, and should not be construed, as marketing of the Fund in the meaning of the Directive 2011/61/EU on alternative investment fund managers (“AIFMD”) in any member states of the European Economic Area. This presentation does not purport to contain all information that may be necessary in respect of the Fund or its shares and in any event each person receiving this report needs to make an independent assessment. Any person considering an investment in the Fund or any other security mentioned herein should refer to the relevant issuer’s documents and consult their own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the securities. The Fund's documents contain important information on the potential risks involved in such an investment which are not included in this presentation. Read the Fund’s documents before investing in the Fund. The prospectus, the Fund’s rules, the latest annual report and semi-annual report are available on the Fund’s website - www.fondulproprietatea.ro. The distribution of this presentation in certain jurisdictions may be restricted by law and persons who come into possession of it are required to inform themselves about and to observe such restrictions and limitations. Neither the Fund nor its Fund Manager or any of its delegates accepts any liability to any person in relation to the distribution or possession of the presentation in or from any jurisdiction. The shares issued by the Fund have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities authority of any state or territory within the jurisdiction of the United States of America. The Fund’s shares may not be offered, sold or delivered in the United States of America or to American citizens or nationals. The information contained in this presentation is as of its date, unless otherwise indicated, and is not a complete analysis of every material fact regarding the market, and any industry sector, security, or portfolio. Statements of fact cited by the Fund Manager have been obtained from sources considered reliable but no representation, warranty or undertaking is made as to the completeness or accuracy of such information and no liability is accepted by the Fund, the Fund Manager or any of its delegates in relation therewith. Furthermore, no responsibility is accepted for updating any facts or assumptions in this document. Because market and economic conditions are subject to rapid change, opinions provided are valid only as of the date of the materials. Any forward-looking statements are based upon certain assumptions; actual events are difficult to predict and are beyond the control of the Fund, therefore actual events may differ from those assumed. References to particular securities are only for the limited purpose of illustrating general market or economic conditions, as such exist at the date of this presentation, and are not recommendations to buy or sell a security or an indication of the Fund’s holdings. The Fund Manager’s or its delegates’ opinions are intended solely to provide insight into how the Fund Manager analyses securities and are not a recommendation or individual investment advice for any particular security, strategy or investment product. Opinions expressed are subject to change without notice and do not consider the needs of investors. January 2026
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28 Disclaimer (II) No information hereof is to be considered, under any circumstances, as an information provided in accordance with Article 23 of the AIFMD as such was transposed by Article 22 of Law no. 74/2015 on managers of alternative investment funds. In addition, the list of investor rights can be found in the Constitutive Act, available on the Fund’s website, in the Corporate Governance section, here: https://www.fondulproprietatea.ro/about-fund/fund-overview/corporate-governance. The price of shares and income from them can go down as well as up and you may lose some or all of your capital invested. The previous results of the Fund do not account for future performances. Currency fluctuations will affect the value of foreign investments. All investments are subject to certain risks. Generally, investments offering the potential for higher returns are accompanied by a higher degree of risk. Stocks and other equities representing an ownership interest in a corporation have historically outperformed other asset classes over the long term but tend to fluctuate more dramatically over the shorter term. Small or relatively new companies can be particularly sensitive to changing economic conditions due to factors such as relatively small revenues, limited product lines, and small market share. Smaller company stocks have historically exhibited greater price volatility than larger company stocks, particularly over the short term. The significant growth potential offered by Emerging Markets remains accompanied by heightened risks when compared to developed markets, including risks related to market and currency volatility, adverse social and political developments, and the relatively small size and lesser liquidity of these markets. The Fund’s headquarters are located at 76 – 80 Buzesti street, 7th Floor, Bucharest, 1st District, 011017, Romania. Fund’s Fiscal Identification Code is 18253260 and Trade Registry registration number is J2005021901408. The subscribed and paid-up share capital is RON 1,664,407,948.32, being divided into 3,200,784,516 shares, each having a nominal value of RON 0.52 per share. Starting with 1 April 2016, in view of complying with the AIFMD, implemented in the Romanian legislation through Law no. 74/2015 on managers of alternative investment funds and Regulation no. 10/2015 on alternative investment fund management, Fondul Proprietatea SA, qualifying as an alternative investment fund, is managed by Franklin Templeton Investment Services S.À R.L., a société à responsabilité limitée qualifying as an alternative investment fund manager under article 5 of the Luxembourg law of 12 July 2013 on alternative investment fund managers, authorized by the Commission de Surveillance du Secteur Financier under no. A00000154/21 November 2013, whose registered office is located at 8a, rue Albert Borschette, L-1246 Luxembourg, registered with the Luxembourg register of commerce and companies under number B36.979, registered with the Romanian Financial Supervisory Authority under number PJM07.1AFIASMDLUX0037/10 March 2016 (“FTIS" or the “Fund Manager”). This presentation herein is issued by FTIS, acting through its Romanian branch having its registered office at 76 – 80 Buzesti street, 8th Floor, 1st. District, 011017, Bucharest, Romania. January 2026
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29 Thank You Fondul Proprietatea Premium Point Buzesti Street 76-80, 1st District Bucharest 011017 www.fondulproprietatea.ro