Interim report
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fondulproprietatea.ro Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2026 This is a translation from the official Romanian version.
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2 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 CONTENTS List of Abbreviations ............................................................................................................................. 3 Activity of the Fund ............................................................................................................................... 5 Net Asset Value .................................................................................................................................... 26 Portfolio ............................................................................................................................................... 29 Corporate Strategy.............................................................................................................................. 41 Financial Information .......................................................................................................................... 45 Risks and Uncertainties ....................................................................................................................... 53 Subsequent Events .............................................................................................................................. 56 Annexes Annex 1 Condensed Interim Financial Statements for the six-month period ended 30 June 2026, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/ 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated, and supervised by the FSA – Financial Investments and Instruments Sector and to the Fund for Investors Compensation Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 June 2026, prepared in accordance with FSA Regulation no. 7/2020 (Annex no. 11) Annex 3 Statement of persons responsible
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3 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 List of Abbreviations AIF Alternative Investment Fund AIF Law Romanian Law no. 243/2019 on the regulation of alternative investment funds and amending and supplementing certain normative acts AIF Regulation Regulation no. 7/2020 on the authorisation and functioning of alternative investment funds, issued by the Financial Supervisory Authority AIFM Alternative Investment Fund Manager AIFM Directive Directive 2011/61/EU on Alternative Investment Fund Managers AIFM Directive II Directive 2024/927/EU amending Directives 2011/61/EU and 2009/65/EC as regards delegation arrangements, liquidity risk management, supervisory reporting, the provision of depositary and custody services and loan origination by alternative investment funds ATS Alternative Trading System AVC Audit and Valuation Committee BB Buy-back BoN Board of Nominees of Fondul Proprietatea SA BVB Bucharest Stock Exchange CE Oltenia Complexul Energetic Oltenia SA CIIF Certification of Registration of Financial Instruments CNAB CN Aeroporturi Bucuresti SA CNAPM CN Administratia Porturilor Maritime SA CSRD Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting Depositary Bank/ Depositary BRD – Groupe Societe Generale SA Depozitarul Central SA Romanian Central Depositary Directive (EU) no. 2023/2864 Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain directives as regards the establishment and functioning of the European single access point EGM Extraordinary General Shareholders Meeting ESAP European Single Access Point ESG Environmental, Social and Governance EU European Union EY Ernst & Young Assurance Services SRL Fondul Proprietatea/ the Fund/ FP Fondul Proprietatea SA FSA Romanian Financial Supervisory Authority FT Franklin Templeton FTIS/ AIFM/ Sole Director/ Fund Manager Franklin Templeton International Services S.à r.l. FY Financial year GDP Gross Domestic Product GDR Global Depositary Receipt GEO Government Emergency Ordinance GEO no. 109/2011 GEO no. 109/2011 regarding corporate governance of state-owned companies
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4 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 GEO no. 71/2024 GEO no. 71/2024 for the amendment and completion of certain legal acts as well as for setting up measures against aggressive publicity and communication techniques used by entities not included in the FSA Register GO no. 64/2001 Government Ordinance no. 64/2001 on the allocation of profit by national companies, national corporations and companies with wholly or majority state- owned capital, as well as by autonomous administrations GRI Global Reporting Initiative GSM General Shareholders Meeting H1/ H2 First semester/ second semester IFRS International Financial Reporting Standards as endorsed by the European Union INS Romanian National Institute of Statistics IMF International Monetary Fund IPO Initial Public Offering IPS Investment Policy Statement Law no. 31/1990 Law no. 31/1990, republished, with subsequent amendments and completions Law no. 24/2017 Law no. 24/2017 on issuers of financial instruments and market operations Law no. 238/2025 Law no. 238/2025 on the implementation of certain aspects relating to the European Single Access Point providing centralized access to publicly available information relevant to financial services, capital markets and sustainability, as well as on the amendment and supplementation of certain normative acts LSE London Stock Exchange NACE Nomenclature of Economic Activities NAV Net Asset Value NBR National Bank of Romania Norm no. 39/ 2015 FSA Norm no. 39/ 2015 regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated, and supervised by the FSA – Financial Investments and Instruments Sector and to the Fund for Investor Compensation NRC Nomination and Remuneration Committee OGM Ordinary General Shareholders Meeting Order no. 85/2024 Ministry of Finance Order no. 85/2024 for the regulation of sustainability reporting issues Q1/ Q2/ Q3/ Q4 First/ second/ third/ fourth quarter of the year REGS Main market (Regular) of Bucharest Stock Exchange Regulation (EU) 2023/2859 Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability Salrom Societatea Nationala a Sarii SA SFDR Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability related disclosures in the financial services sector Taxonomy Regulation Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 VAT Value added tax Y.O.Y. Year-over-year
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5 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Activity of the Fund The Fund Fondul Proprietatea was incorporated on 28 December 2005 as a joint stock company operating as a closed-end investment company. The duration of Fondul Proprietatea is until 31 December 2031 and this may be extended by the EGM with additional periods of 5 years each. The Fund is registered with Bucharest Trade Register under number J2005021901408/28.12.2005 and has the sole registration code 18253260. The main domain of activity of the Fund according to the Nomenclature of Economic Activities – NACE Rev. 3 and the Fund’s Constitutive Act is NACE Code 643 – Activities of investment funds; mutual funds and other similar financial entities. The main activity is NACE Code 6431 - Activities of money market funds and non-money market funds and the second activity is NACE Code 6432 - Mutual funds and similar financial institutions. On 28 January 2022, FSA authorised Fondul Proprietatea as an AIF closed-end type intended for retail investors, with BRD - Groupe Societe Generale as depositary. The Fund is registered within the FSA Register – Section 9 – ‘Alternative Investment Funds’ under no. PJR09FIAIR/400018 as Alternative Investment Fund intended for retail investors. The Fund’s investment objective is the maximisation of returns to shareholders and the increase of the net asset value per share via investments mainly in Romanian equities and equity-linked securities. Since 25 January 2011, the Fund’s shares have been listed on BVB. During the period 29 April 2015 – 24 April 2025 the Fund’s GDRs issued by The Bank of New York Mellon as GDR Depositary, having the Fund’s shares as support, have been listed on the Specialist Fund Segment of LSE. Share information Listing Bucharest Stock Exchange: since 25 January 2011 BVB symbol FP Bloomberg ticker on BVB FP RO Reuters ticker on BVB FP.BX ISIN ROFPTAACNOR5 FSA register no PJR09FIAIR/400018/28.01.2022 LEI code 549300PVO1VWBFH3DO07 CIIF registration no AC-4522-12/18.08.2025 GSMs during the reporting period Overview During the reporting period, three GSMs of the Fund have been organised, namely 26 February 2026 GSM, 30 March 2026 GSM and 28/29 May 2026 Annual GSM. A summary of the main items on the GSM agenda together with the shareholders resolutions are included below, while the full text of the convening notice, the shareholders resolutions and additional information with respect to the GSMs are published in the dedicated section of the Fund’s website Investor Relations – GSM Information. The shareholders questions and the answers provided by the Sole Director are included on the Fund’s website in the section FAQs.
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6 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Please see section Subsequent events for details regarding the shareholders resolutions during 23 July 2026 GSM (convened on 11 June 2026) and regarding the convening notice of the 29/30 September 2026 GSM (convened on 13 August 2026). 26 February 2026 GSM of the Fund Convening the GSM On 29 December 2025 the BoN submitted to the Sole Director a request to convene a GSM of the Fund, including the proposed points on the agenda and the rationale for convening the GSM. On 30 December 2025 FTIS received an additional request to convene the GSM of the Fund from a number of shareholders jointly holding 7.33% of the Fund’s share capital. On 12 January 2026, the Sole Director of the Fund convened the 26 February 2026 GSM (with the convening notice being published on the BVB and Fund’s website on 13 January 2026 in the morning, before opening of BVB trading session). On 23 January 2026, as amended on 28 January 2026, the Sole Director received from certain shareholders holding more than 5% of the Fund’s share capital, a request to supplement the agenda of the GSM by introducing new items. On 30 January 2026 the Sole Director received from the shareholder Ministry of Finance, which holds more than 5% of the share capital of Fondul Proprietatea, a request to supplement the agenda of the GSM by introducing new items. Also, the Sole Director decided on 30 January 2026 to amend the convening notice and supplement the agenda of the GSM by introducing new items. The final form of the convening notice, including all additional items received from shareholders and the items added by the Sole Director, was published on 4 February 2026. All documents related to the above are available on the Fund’s website, section Investor Relations – Investor reports. Shareholders resolutions during 26 February 2026 GSM A summary of the main items on the GSM agenda together with main shareholders resolutions during 26 February 2026 GSM is included below. • EGM Item 1: Presentation by the BoN on the outcomes of the shareholder questionnaires and the engagement process carried out with shareholders. (Item added by the Board of Nominees) Item 1 was not subject to vote. • EGM Item 2: Approval to mandate the Fund Manager to implement the conclusions of the shareholders consultation in the Fund’s IPS. The IPS will be presented for approval to the Fund’s shareholders in accordance with the Constitutive Act of the Fund. (Item added by the Board of Nominees) Item 2 was approved by shareholders - EGM resolution no. 1/26 February 2026. • EGM Item 3: 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). The Fund Manager is empowered to submit for shareholders’ approval within the 2026 Annual EGM the necessary resolutions for the related implementation, including the price, the terms and conditions of payment, the registration and implementation steps, the corresponding amendments to the Fund’s Constitutive Act.
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7 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 (Item added by a shareholders’ group holding more than 5% of the share capital) Item 3 was approved by shareholders - EGM resolution no. 2/26 February 2026. • EGM Item 4: The approval of the reduction of the subscribed share capital of Fondul Proprietatea from RON 1,664,407,948.32 to RON 1,600,392,258, through the reduction of the nominal value of the shares from 0.52 RON to 0.50 RON per share. The reduction is motivated by the optimization of the share capital and the return to the shareholders of a part of their contributions, proportional to their participation in the paid-up share capital of Fondul Proprietatea SA. The payment deadline is set for 29 June 2026. (New item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital dated 28 January 2026) Item 4 was not approved by shareholders. • EGM Item 5: Subject to Item 4 on the EGM agenda being approved, the approval of the decrease of the subscribed and paid-up share capital of Fondul Proprietatea by RON 126,048,668.50, from RON 1,600,392,258 to RON 1,474,343,589.50, pursuant to the cancellation of 252,097,337 own shares acquired by the Fund during 2025 through the 16th buy-back programme. (New item added on the agenda by the Sole Director on 30 January 2026) Item 5 was not approved by shareholders. • EGM Item 6: Subject to Item 4 on the EGM agenda not being approved, 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 the Fund during 2025 in Buy-back programme no. 16. Item 6 was no longer submitted to vote. • EGM Item 7: The Sole Director’s authorisation to buy-back shares of Fondul Proprietatea via trading on the regular market on which the shares of FP are listed or purchased by public tender offers, for a maximum number of 294,868,717 shares, during 2026, at a price between RON 0.2 per share and RON 2 per share, considering the current nominal value of 0.52 RON/share. The transaction can only have as object fully paid shares. The buy-back programme is aimed at the share capital decrease. This buy-back programme implementation will be done exclusively from FP own sources. (Item added by a shareholders’ group holding more than 5% of the share capital and by the Sole Director) Item 7 was not approved by shareholders. • OGM Item 1: Approval of: (a) the appointment of FTIS as Sole Director and AIFM of Fondul Proprietatea for a duration of 4 years starting with 1 April 2026 and until 1 April 2030; and (b) the commercial terms along with the execution of the new Management Agreement (in the form described in the supporting documentation) between Fondul Proprietatea and FTIS. (Item added by the Board of Nominees) Item 1 was not approved by shareholders. • OGM Item 2: Alternative to Item 1 on the OGM agenda: Approval of: (a) the appointment of FTIS as Sole Director and AIFM of Fondul Proprietatea for a duration of 1 year starting with 1 April 2026 and until 1 April 2027 but not exceeding the date on which a new AIFM is appointed as a result of the finalisation of the selection process for the appointment of a new AIFM; and (b) the commercial terms along with the execution of the new Management Agreement (in the form
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8 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 described in the supporting documentation, with the corresponding amendment of Article 15 “Duration of this Management Agreement”) between Fondul Proprietatea and FTIS. (New item added on the agenda at the request of the shareholder Ministry of Finance dated 30 January 2026) Item 2 was approved by shareholders - OGM resolution no. 1/26 February 2026. • OGM Item 3: In case of rejection of Item 1 on the OGM agenda, the approval of: (a) the appointment of FTIS as Sole Director and AIFM of Fondul Proprietatea for a duration of 1 year starting with 1 April 2026 and until 1 April 2027; and (b) the commercial terms along with the execution of the new Management Agreement (in the form described in the supporting documentation) between Fondul Proprietatea and FTIS, it being understood that such terms will include a Base Fee Rate of 200 basis points per year applied to the “notional amount” (as defined in Annex 1 of the draft Management Agreement included in the supporting documentation), while the Distribution Fee shall be of 200 basis points applied to “distribution amount” (as defined in Annex 1 of the draft Management Agreement included in the supporting documentation). (New item added on the agenda by the Sole Director on 30 January 2026) Item 3 was not approved by shareholders. • OGM Item 4: The appointment for a period of 3 years of 1 member of the BoN of Fondul Proprietatea. The mandate of the new member of the BoN shall start on the date the candidate appointed by the OGM accepts such appointment. Mr. Stefan Nanu was appointed as member of the BoN of the Fund for a period of 3 years - OGM resolution no. 2/26 February 2026. • OGM Item 5: The approval of the immediate revocation of Mr. Istvan Sarkany from the position as member of the BoN. (New item added on the agenda at the request of the shareholder Ministry of Finance dated 30 January 2026) Item 5 was approved by shareholders - OGM resolution no. 3/26 February 2026. • OGM Item 6: The approval of the immediate revocation of Mr. Florian Munteanu from the position as member of the BoN. (New item added on the agenda at the request of the shareholder Ministry of Finance dated 30 January 2026) Item 6 was approved by shareholders - OGM resolution no. 4/26 February 2026. • OGM Item 7: The appointment for a period of 3 years of 1 member of the BoN of Fondul Proprietatea in the vacant position resulting from the revocation of Mr Istvan Sarkany. The mandate of the new member of the BoN will commence on the date the candidate appointed by the OGM accepts this mandate. (New item added on the agenda at the request of the shareholder Ministry of Finance dated 30 January 2026) Mrs. Alina Petre was appointed as member of the BoN of the Fund for a period of 3 years - OGM resolution no. 5/26 February 2026. • OGM Item 8: The appointment for a period of 3 years of 1 member of the BoN of Fondul Proprietatea in the vacant position resulting from the revocation of Mr Florian Munteanu. The mandate of the new member of the BoN will commence on the date the candidate appointed by the OGM accepts this mandate.
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9 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 (New item added on the agenda at the request of the shareholder Ministry of Finance dated 30 January 2026) As no candidate obtained the statutory majority provided by the Fund’s Constitutive Act for being elected as member of the BoN, the seat remained vacant. • OGM Item 9: The approval of the operating rules for the AVC, as adopted by the BoN, in accordance with the Resolution no. 20 the Fund’s 21 November 2025 OGM. The BoN is authorised and empowered to modify the Operating Rules of the AVC. Item 9 was not approved by shareholders. • OGM Item 10: The approval of the Operating Rules for the BoN in accordance with the Resolutions no. 21, 22 and 23 of the Fund’s 21 November 2025 OGM. The BoN is authorised and empowered to modify the Operating Rules of the BoN. Item 10 was not approved by shareholders. • OGM Item 11: 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 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 by a shareholders’ group holding more than 5% of the share capital) Item 11 was not approved by shareholders. • OGM Item 12: The approval of the implementation of enhanced transparency and disclosure standards, including clear strategic guidance on the Fund’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 by a shareholders’ group holding more than 5% of the share capital) Item 12 was not approved by shareholders. • OGM Item 13: 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 GSM, the regulatory framework and the legal responsibilities of the Fund Manager. (Item added by a shareholders’ group holding more than 5% of the share capital) Item 13 was not approved by shareholders. • OGM Item 14: The appointment of Deloitte Consultanta SRL for conducting the valuation related to the sale of CN Aeroporturi Bucuresti S.A., where the Fund holds a 20% stake in their share capital as of 31 December 2025, representing 58.34% of the NAV and setting the maximum level of its remuneration for the valuation services described at the value (excluding VAT) of 28,000 EUR. (New item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital dated 28 January 2026) Item 14 was not approved by shareholders.
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10 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 30 March 2026 GSM of the Fund Convening the GSM On 11 February 2026 the Sole Director convened the OGM of the Fund for 30 March 2026. On 2 March 2026, the Sole Director received two requests to add new items on the agenda of the GSM of Fondul Proprietatea convened for 30 March 2026, as follows: • from the shareholder Lion Capital SA, holding 8.7383% of the Fund’s share capital; and • from certain shareholders of the Fund holding together more than 5% of the Fund’s share capital. On 3 March 2026 Lion Capital SA sent an updated request for supplementing the convening notice of the 30 March 2026 OGM, by which it withdrew one of the items submitted on 2 March 2026 to be included on the agenda. The final convening notice, including all additional items received from shareholders, was published on 5 March 2026. All documents related to the above are available on the Fund’s website, section Investor Relations – Investor reports. Shareholders resolutions during 30 March 2026 GSM A summary of the main items on the GSM agenda together with main shareholders resolutions during 30 March 2026 GSM is included below. • OGM Item 1: presentation of the Internal Audit Report prepared by the internal auditor of Fondul Proprietatea, Forvis Mazars Romania S.R.L., at the request of shareholders holding together more than 5% of the total voting rights, related to the process carried out by the former BoN for the selection of a new AIFM, as described in the supporting documentation. Item 1 was not subject to voting. • OGM Item 2: the immediate revocation of Mr. Matej Rigelnik from his position as member of the BoN of Fondul Proprietatea. (New item added on the agenda at the request of the shareholder Lion Capital SA) Item 2 was approved by shareholders - OGM resolution no. 6/30 March 2026. • OGM Item 3: the appointment for a period of 3 years of a member of the BoN of Fondul Proprietatea in the vacant position resulting from the revocation of Mr. Matej Rigelnik. The mandate of the new member of the BoN will begin on the date the candidate appointed by the OGM accepts this mandate. (New item added on the agenda at the request of the shareholder Lion Capital SA) Mr. Lucian Danilescu was appointed as member of the BoN of Fondul Proprietatea for a period of 3 years - OGM resolution no. 7/30 March 2026. • OGM Item 4: the approval of the immediate revocation of Mr. Andrei-Octav Moise from the position as member of the BoN. (New item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) Item 4 was not approved by shareholders.
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11 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 28/29 May 2026 Annual GSM of the Fund Convening the GSM On 2 April 2026 the Sole Director of the Fund received, from a shareholder of the Fund holding 10.5951% of the share capital, a request to convene the EGM. On 16 April 2026, the Sole Director of the Fund convened the 28/29 May 2026 Annual GSM of the Fund. On 17 April 2026, as amended on 30 April 2026, the Sole Director received from certain shareholders holding more than 5% of the Fund’s share capital, a request to supplement the agenda of the GSM by introducing new items. On 27 April 2026, the Sole Director received from another shareholder holding more than 5% of the Fund’s share capital, a request to supplement the agenda of the GSM by introducing new items. Also, the Sole Director decided on 4 May 2026 to amend the convening notice in respect of the item regarding the allocation of the audited net accounting profit for financial year 2025 in order to reflect the mutually exclusive nature of the two proposals regarding the allocation of such profit. The final form of the convening notice, including all additional items received from shareholders and the items included by the Sole Director, was published on 7 May 2026. All documents related to the above are available on the Fund’s website, section Investor Relations – Investor reports. Shareholders resolutions during 28/29 May 2026 Annual GSM A summary of the main items on the GSM agenda together with main shareholders resolutions during 28/29 May 2026 Annual GSM is included below. • EGM Item 1: The approval of the consolidation of the nominal value of a share issued by the Fund from the nominal value of RON 0.52/share to the nominal value of RON 52/share, by increasing the nominal value of the shares concomitantly with the decrease of the total number of shares (100 shares with a nominal value of RON 0.52/share will represent one share with a nominal value of 52 RON/share) in certain terms and conditions presented in detail in the convening notice. Item 1 included, as part of the nominal value consolidation mechanism, a share capital increase by incorporation of reserves in order to address the fractions of shares resulting from such consolidation. Accordingly, under the Fund’s Constitutive Act, deliberation on Item 1 required a quorum of shareholders representing at least 50% of the total voting rights, both at the first and at the second convening. As the applicable special quorum was not met at both first convening of the EGM (28 May 2026) and second convening of the EGM (29 May 2026), Item 1 could not be submitted to vote and no resolution approving or rejecting Item 1 was adopted. • EGM Item 2: Subject to item 1 on the EGM agenda not being approved by the EGM, the approval of the decrease of the subscribed and paid-up share capital of the Fund 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 the Fund during 2025 through the Buy-back programme no. 16 in certain terms and conditions presented in detail in the convening notice. Item 2 was included on the EGM agenda as an alternative item and concerned, subject to Item 1 on the EGM agenda not being approved by the EGM, the decrease of the Fund’s share capital by cancellation of treasury shares acquired under the 16 th buy-back programme. Since Item 1 could not be submitted to vote at both first convening and second convening due to the lack of the applicable special quorum, no valid deliberation and no resolution approving or rejecting Item 1 occurred. Consequently, Item 2 was not submitted to vote at both first convening of the EGM (28 May 2026) and second convening of the EGM (29 May 2026).
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12 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 • EGM Item 3: Approval of the participation of Fondul Proprietatea SA in the share capital increase of CN Administratia Porturilor Maritime SA, as approved by Resolution no. 1/30.03.2026 of the EGM of the said company, based on its capacity as shareholder and its pre-emptive right, for the full preservation of Fund’s stake in the share capital of CNAPM. (Item added on the agenda at the request of a shareholder holding more than 5% of the share capital) Item 3 was approved by shareholders – EGM Resolution no. 3/28 May 2026. • EGM Item 4: Approval of the instruction to the manager of Fondul Proprietatea SA and the granting of a mandate thereto to execute all deeds and carry out all formalities required for Fondul Proprietatea SA to subscribe, based on its pre-emptive right, to the shares allocated to it in connection with the share capital increase of CN Administratia Porturilor Maritime SA, approved by Resolution no. 1/30.03.2026 of the EGM of the said company. (Item added on the agenda at the request of a shareholder holding more than 5% of the share capital) Item 4 was approved by shareholders – EGM Resolution no. 4/28 May 2026. • EGM Item 5: Approval of the amendment of art. 10 of the Constitutive Act of the Fund, as follows: “Art. 10 – Bonds – Fondul Proprietatea is authorised to issue bonds under the conditions of the law.” (New item added on the agenda at the request of the shareholder Lion Capital SA) Item 5 was approved by shareholders – EGM Resolution no. 5/28 May 2026. • EGM Item 6: Approval of the amendment of art. 25 of the Constitutive Act of the Fund, as follows: ”Art. 25 – Financing of Own Activities – For the fulfilment of its business purpose, including for investment purposes, Fondul Proprietatea uses the sources of financing provided by applicable laws and regulations.” (New item added on the agenda at the request of the shareholder Lion Capital SA) Item 6 was approved by shareholders – EGM Resolution no. 6/28 May 2026. • OGM Item 1: The presentations of: (a) The AIFM of the Performance Report for the period 1 January 2025 – 31 December 2025; and (b) The BoN of its annual report for 2025 financial year, including its Review Report in relation to the Performance Report. (no vote required) • OGM Item 2: The approval of: (a) the Operating Rules for the BoN; and of (b) the empowerment and authorisation of the BoN to further modify its Operating Rules. Item 2 was approved by shareholders – OGM Resolution no. 8/28 May 2026. • OGM Item 3: The approval of: (a) the Operating Rules for the AVC, as adopted by the BoN; and of (b) the empowerment and authorisation of the BoN to further modify the Operating Rules of the AVC. Item 3 was approved by shareholders – OGM Resolution no. 9/28 May 2026. • OGM Item 4: The approval of the Annual Activity Report of the Sole Director of Fondul Proprietatea for the financial year 2025, including the financial statements for the year ended on 31 December 2025 prepared in accordance with IFRS as adopted by the EU and applying the FSA Norm no. 39/2015, the ratification of all legal acts concluded, adopted or issued on behalf of Fondul Proprietatea, as well as of any management/ administration measures adopted,
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13 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 implemented, approved or concluded during 2025 financial year, along with the discharge of the Sole Director for any liability for its administration during 2025 financial year. Item 4 was approved by shareholders – OGM Resolution no. 10/28 May 2026. • OGM Item 5: The approval of the Remuneration Report of Fondul Proprietatea for the 2025 financial year. (consultative vote) Item 5 was approved by shareholders – OGM Resolution no. 11/28 May 2026. • OGM Item 6: The approval of the Remuneration Policy of Fondul Proprietatea applicable to the mandate of the Fund Manager which started on 1 April 2026, as described in the supporting documentation. Item 6 was approved by shareholders – OGM Resolution no. 12/28 May 2026. • OGM Item 7: The approval to cover the negative reserves of RON 38,353,766.42 incurred in 2025 financial year derived from the cancelation of the treasury shares acquired within Buyback programme no. 15, using the dedicated reserve set up for this purpose of RON 38,353,766.42, in accordance with the supporting materials. Item 7 was approved by shareholders – OGM Resolution no. 13/28 May 2026. • OGM Item 8: The approval of the allocation of the 2025 net audited accounting profit, in one of the two alternative options: o 8.1. The approval of the allocation of the entire 2025 audited profit to retained earnings, available for future use, in accordance with the supporting materials. (Sole Director’s proposal) OR o 8.2. 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 with Registration date 15 July 2026, Ex-date 14 July 2026, Payment date 6 August 2026. (New item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) For clarity, the difference between the total dividend amount and the audited net accounting profit for the financial year 2025 will remain at the shareholders’ disposal for future use as retained earnings. Item 8.1 was approved by shareholders – OGM Resolution no. 14/28 May 2026. • OGM Item 9: The approval of 2026 budget of Fondul Proprietatea, in accordance with the supporting materials. Item 9 was approved by shareholders – OGM Resolution no. 15/28 May 2026. • OGM Item 10: The appointment for a period of 3 years of one member of the BoN of Fondul Proprietatea. The mandate of the new member of the BoN shall start on the date the candidate appointed by the OGM accepts such appointment. Mr. John Francis Walsh was appointed as member of the Board of Nominees of Fondul Proprietatea for a period of 3 years – OGM Resolution no. 16/28 May 2026.
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14 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 23 July 2026 GSM of the Fund Convening the GSM On 29 May 2026 the Sole Director of the Fund received, from a group of shareholders jointly holding more than 5% of the Fund’s share capital, a request to convene the OGM for approving a dividend distribution of RON 0.0453 per share from the 2025 financial year audited profit with Registration date: 30 July 2026, Ex-date: 29 July 2026 and Payment date: 17 August 2026. On 11 June 2026, the Sole Director of the Fund convened the 23 July 2026 GSM of the Fund. On 26 June 2026, the Sole Director of the Fund received a request to supplement the agenda of the OGM convened for 23 July 2026 from the shareholders Equinox Nepremičnine d.d., Axor holding d.d., Intus Invest d.o.o. and Mr. Matej Rigelnik who jointly hold more than 5% of the Fund’s share capital - the additional item concerned the immediate revocation of Mr. Andrei-Octav Moise from the position as member of the Board of Nominees. Following the request received from the Board of Nominees on 29 June 2026, on the same date the Sole Director decided to supplement the agenda of the OGM convened for 23 July 2026 by introducing five new items regarding the selection process of the AIFM of Fondul Proprietatea. On 29 June 2026, the Sole Director received from the shareholder Ministry of Finance, holding 11.57% of Fondul Proprietatea’s share capital, a request to add two new items on the agenda of the OGM convened for 23 July 2026, related to the selection process of the AIFM of the Fund. On 29 June 2026, the Sole Director received a request to supplement the agenda of the OGM of the Fund convened for 23 July 2026 from the shareholders Equinox Nepremičnine d.d., Axor holding d.d., Intus Invest d.o.o. and Mr. Matej Rigelnik who jointly hold more than 5% of the Fund’s share capital – the additional item concerned the immediate revocation of Mr. Lucian Danilescu from the position as member of the Board of Nominees. All documents related to the above are available on the Fund’s website, section Investor Relations – Investor reports. The final form of the convening notice, including all additional items received from shareholders and the items included at the request of the Board of Nominees, was published on 3 July 2026. For details regarding the shareholders resolutions during 23 July 2026 GSM, please see section Subsequent events. Sole Director and AIFM Franklin Templeton has been the Sole Director of the Fund starting 29 September 2010, with successive mandates of one, two or four years. The portfolio management and the administrative activities are performed by FTIS via its Bucharest Branch. Management of the Fund during the reporting period During the six-month period ended 3o June 2026, Mr. Daniel Naftali was the permanent representative of the AIFM, being also the portfolio manager of the Fund. During the same period, Mr. Calin Metes was also the portfolio manager of the Fund and the substitute for the permanent representative, in accordance with the provisions of Article 34, paragraph 12 of Law no. 74/2015 on alternative investment fund managers.
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15 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Management Agreement for the period 1 April 2025 – 31 March 2026 During 27 September 2024 GSM the shareholders approved the extension of FTIS mandate for a period of one year starting with 1 April 2025 and until 31 March 2026, only to the extent that (a) the GSM does not appoint a new AIFM by 31 March 2025 and (b) such appointment does not enter into force by 31 March 2025. Considering that the two conditions above have not been met by the deadline, FTIS mandate was renewed starting 1 April 2025 for a period of one year, under the same commercial terms as the previous mandate, which are illustrated in the table below. The management of the Fund starting 1 April 2026 During 29 September 2025 GSM the shareholders approved the renewal of the mandate of FTIS as Sole Director and AIFM of Fondul Proprietatea, starting with 1 April 2026. The renewal of the mandate was conditional upon FTIS and the Fund executing a management agreement covering the new mandate before 1 April 2026. Following the negotiations with the BoN, during the 26 February 2026 GSM the Sole Director of the Fund proposed for shareholders’ approval a four-year mandate, that was rejected by the shareholders. In the same time, during 26 February 2026 GSM the shareholders approved the item added on the agenda at the request of the shareholder Ministry of Finance, namely: (a) the appointment of FTIS as Sole Director and AIFM of Fondul Proprietatea for a duration of 1 year starting with 1 April 2026 and until 1 April 2027 but not exceeding the date on which a new AIFM is appointed as a result of the finalisation of the selection process for the appointment of a new AIFM; and (b) the commercial terms along with the execution of the new Management Agreement between Fondul Proprietatea and FTIS – which were the same as those proposed by the FTIS following the negotiations with the BoN, with the amendment of the contractual term. On 27 March 2026 FTIS as Sole Director and AIFM of the Fund informed shareholders and investors that it has accepted the mandate granted by the shareholders of the Fund pursuant to OGM Resolution no. 1 of 26 February 2026, for a term of 1 year, starting on 1 April 2026 and ending on 1 April 2027, but not beyond the date on which a new AIFM is appointed following the completion of the current selection process. The related Management Agreement dated 26 March 2026, in force for a period of 1 year starting 1 April 2026, is published on the Fund’s website, section About the Fund - Fund Overview - Corporate Governance. A summary of key commercial terms of the two management agreements previously mentioned is included in the table below. Key commercial terms Management Agreement in force during 1 Apr 2025 – 31 Mar 2026 Management Agreement in force during 1 Apr 2026 – 1 Apr 2027 Base Fee per year • 1.35% • 1.65% for the portion of notional up to USD 300 million Reduced Base Fee Rate per year • N/A • 1.50% for the portion of notional exceeding USD 300 million
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16 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Key commercial terms Management Agreement in force during 1 Apr 2025 – 31 Mar 2026 Management Agreement in force during 1 Apr 2026 – 1 Apr 2027 Notional for the Base Fee • Market capitalization of the Fund adjusted with own shares bought back and held • Market capitalization of the Fund adjusted with own shares bought back and held Distribution Fee for all distributions • 1.75% applied to distributions value • 2.00% applied to distributions value Distribution means • Share buy-backs and GDR buy-backs • Public tender buy-backs • Dividends • Return of share capital • Share buy-backs • Public tender buy-backs • Dividends • Return of share capital Duration • 1 year (starting 1 April 2025) • Up to 1 year (starting 1 April 2026) but not exceeding the date a new AIFM is appointed as a result of the finalisation of the selection process for appointment of a new AIFM Selection and appointment of a new AIFM of the Fund - as per 29 September 2025 GSM During 29 September 2025 GSM the shareholders of the Fund approved the initiation by the BoN of a new, simplified, transparent, and efficient selection process for an AIFM and Sole Director of Fondul Proprietatea, selection process which shall not exceed 150 days, with associated costs limited to a maximum of RON 1,500,000. The BoN will include in the procedure of the selection process an eligibility criteria pertaining to which the proposed AIFM and Sole Director must have under management assets which are at least equal to the value of Fondul Proprietatea’s assets. During the same GSM the shareholders also approved the preparation by the BoN of a detailed comparative report on the first 3 offers resulting from the new selection process, presentation of the report to the shareholders, and submission for their vote of the candidates corresponding to the first 3 selected offers. On 23 January 2026 the Sole Director of the Fund informed the market that it received, from the BoN of the Fund, a request to publish the announcement regarding the Launch of the selection process for the AIFM and Sole Director of Fondul Proprietatea. The candidates were invited to submit a letter of intent/ expression of interest no later than 15 March 2026. Further announcements of the BoN regarding the selection process were published on 18 February 2026 (containing a reminder of the key deadlines and contact details) and on 12 March 2026 (containing updated selection contact details). On 17 March 2026 the Nomination and Remuneration Committee of the Fund informed the market regarding the results of the first stage of the selection process - by the deadline of 15 March 2026, three fund managers submitted letters of intent, as follows: • Franklin Templeton International Services S.à r.l. • INVL Asset Management UAB, together with its local partner Impetum Management S.R.L. • SAI Muntenia Invest S.A. Also, the NRC mentioned that it will inform the market, in the coming period, regarding the timetable of the subsequent stages of the selection process. The full announcements mentioned above as well as any further announcements on this topic are available on the Fund’s website, section Press Center - News.
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17 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 For updates regarding the selection of a new AIFM of the Fund after the end of the reporting period, please see section Subsequent events. Updates regarding the membership of BoN and consultative committees During 26 February 2026 GSM, the shareholders approved the immediate revocation of the mandates of Mr. Istvan Sarkany and Mr. Florian Munteanu from the positions as members of the Board of Nominees. During the same GSM, Mr. Stefan Nanu and Mrs. Alina Petre were appointed as members of the BoN of Fondul Proprietatea for a period of 3 years starting on the date each candidate accepts the mandate – namely 2 March 2026. In addition, following the Fund’s Board of Nominees decision of 5 March 2026, starting with 5 March 2026, Mr. Stefan Nanu was appointed as Chairperson of the Board of Nominees. At the same time, pursuant to the BoN decision dated 5 March 2026, Mr. John Walsh was appointed as interim member of the BoN until the next OGM convened by the Sole Director, including on its agenda the appointment of a new BoN member (i.e. 28/29 May Annual GSM). On 6 March 2026, Mr. John Walsh accepted the mandate as interim member of the BoN. On 25 March 2026, the Sole Director received from Mr. Matej Rigelnik a letter regarding his resignation from the position as member of the BoN as well as his reasons for the decision. Mr. Matej Rigelnik stated in the letter that the resignation is effective as of 25 March 2026. On 30 March 2026, the Fund’s GSM approved the immediate revocation of Mr. Matej Rigelnik from the position as member of the BoN of Fondul Proprietatea. In addition, during the same GSM, the shareholders approved the appointment of Mr. Lucian Danilescu as member of the BoN of Fondul Proprietatea for a period of 3 years starting on the date he accepted the mandate – namely 2 April 2026. During 28/29 May 2026 Annual GSM of the Fund Mr. John Walsh was appointed as member of the BoN of Fondul Proprietatea for a period of 3 years starting on the date he accepted the appointment – namely 28 May 2026. On 25 June 2026 the Sole Director announced the decision of the BoN regarding the changes in the membership of the AVC of the Fund through the appointment of Mr. Lucian Danilescu in the position previously held by Mrs. Alina-Mirela Petre, following Mrs. Petre’s resignation from her capacity as AVC member. As a result of the above, the composition of the Board of Nominees and of the consultative committees as at 30 June 2026 was the following: Board of Nominees (membership effective starting with 28 May 2026) • Mr. Stefan Nanu – Chairperson • Mr. Andrei-Octav Moise – Member • Mrs. Alina-Mirela Petre – Member • Mr. Lucian Danilescu – Member • Mr. John F. Walsh – Member Nomination and Remuneration Committee (membership effective starting with 11 March 2026) • Mr. Andrei – Octav Moise – Chairperson • Mr. Ștefan Nanu – Member • Mr. John Walsh – Member
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18 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Audit and Valuation Committee (membership effective starting with 25 June 2026) • Ms. Kristine - Monica Bago – Chairperson • Mr. Andrei – Octav Moise – Member • Mr. Lucian Danilescu – Member Internal audit report prepared by the Fund’s internal auditor at the shareholders’ request Further to the request dated 8 September 2025 made by certain shareholders of Fondul Proprietatea, holding more than 5% of the total voting rights, addressed to the Fund’s internal auditor, to prepare an internal audit report regarding the entire process conducted by the former BoN for the selection of a new AIFM, on 6 February 2026 the Sole Director received the Internal Audit Report from the Fund’s internal auditor, Forvis Mazars Romania SRL. Pursuant to Article 164¹(3) of Companies Law no. 31/1990, the Sole Director had to convene a GSM in order to make available to the Fund’s shareholders the Internal Audit Report prepared by Mazars, with the report available for shareholders analysis under the GSM supporting documentation. During 30 March 2026 GSM the internal auditor of the Fund, Forvis Mazars Romania S.R.L., presented the Internal Audit Report detailed above. The full report is available in the dedicated section of the Fund’s website Investor Relations – GSM Information. Shareholder structure information Shareholder structure as at 30 June 2026 Shareholder categories1 % of subscribed and paid-up share capital % of total voting rights % of total exercisable voting rights2 Romanian private individuals 42.5% 42.5% 46.14% Romanian legal entities 22.18% 22.18% 24.07% Ministry of Finance 11.57% 11.57% 12.56% Foreign legal entities 9.41% 9.41% 10.21% Foreign private individuals 6.46% 6.46% 7.02% Treasury shares3 7.88% 7.88% - Source: Depozitarul Central SA 1. Information provided based on settlement date of transactions. 2. The suspended voting rights related to the Fund’s treasury shares acquired under the buyback programmes, either in the for m of shares and/or GDRs, were not included in the computation of the exercisable voting rights. 3. 252,097,337 treasury shares acquired in 2025 within Buyback program no. 16 (either in the form of shares and/ or GDRs). As at 30 June 2026, the Fund had 21,410 shareholders. The total number of voting rights was 3,200,784,516, out of which a total of 2,948,687,179 exercisable voting rights. Ownership disclosures submitted by shareholders during the reporting period According to Art. 71(1) of Law no. 24/2017, if a shareholder acquires or disposes of shares from an issuer listed on a regulated market, having attached voting rights, the shareholder must notify the issuer about the percentage of voting rights held following the acquisition or disposal in discussion, when the percentage reaches, exceeds or falls below one of the thresholds: 5%, 10%, 15%, 20%, 25%, 33%, 50% and 75%. As a result of this legal requirement, during the reporting period the Fund has received the ownership disclosures presented below. The full text of the disclosure is published on the Fund’s website, in the section Investor Relations – Investor reports.
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19 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Disclosure of holding over 5% / over 10% - Lion Capital SA On 9 February 2026, Lion Capital SA sent a disclosure of holding over 5% of the total voting rights held in the Fund. According to the disclosure, Lion Capital SA held at 5 February 2026 (date of exceeding the threshold) a number of 170,661,463 voting rights, representing 5.332% of the total voting rights in Fondul Proprietatea at 5 February 2026 (i.e., 3,200,784,516). On 12 March 2026, Lion Capital SA sent a disclosure of holding over 10% of the total voting rights held in the Fund. According to the disclosure, Lion Capital SA held at 10 March 2026 (date of exceeding the threshold) a number of 337,627,028 voting rights, representing 10.548% of the total voting rights in Fondul Proprietatea at 10 March 2026 (i.e., 3,200,784,516). Disclosure of holding - Axor Holding, Equinox, Intus Invest and Matej Rigelnik On 2 April 2026, the shareholders Axor Holding D.D., Equinox D.D., Intus Invest D.O.O., and Matej Rigelnik sent a disclosure of holding over 5% of the total voting rights held in the Fund. According to the disclosure, as at 31 March 2026 (date of exceeding the threshold), Axor Holding D.D., Equinox D.D., Intus Invest D.O.O., and Matej Rigelnik, held, by virtue of acting in concert, a percentage of 8.062% of the total number of voting rights in the Fund as at 31 March 2026 (i.e. 3,200,784,516). Share capital information 30 June 2026 31 December 2025 30 June 2025 Issued share capital (RON) 1,664,407,948.32 1,664,407,948.32 1,849,342,164.28 Paid in share capital (RON) 1,664,407,948.32 1,664,407,948.32 1,849,342,164.28 Number of shares in issue 3,200,784,516 3,200,784,516 3,556,427,239 Number of paid shares 3,200,784,516 3,200,784,516 3,556,427,239 Nominal value per share (RON) 0.52 0.52 0.52 Source: National Trade Registry Capital markets In H1 2026 BVB recorded the strongest performance in local currency terms and second best in EUR terms, compared to the largest markets in Central Europe: % Change in H1 2026 in local currency in EUR BET-XT (Romania) 32.9% 29.1% BUX Index (Hungary) 23.6% 33.3% ATX (Austria) 24.3% 24.3% WIG20 Index (Poland) 12.8% 10.4% PX Index (Czech Republic) -1.1% -1.6% Source: Bloomberg
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20 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Average Daily Turnover (RON million) Source: BVB Fund’s Adjusted Share Price (RON/share) and Premium / (Discount) History (%) Source: Bloomberg for Adjusted Share Price (price adjusted with cash distributions), Sole Director calculations for Discount / Premium Note: The (discount) / premium is calculated in accordance with the IPS i.e. the (discount) / premium between the FP shares c losing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation. However, the discount to NAV for the trading days 7-14 September 2023 was calculated based on the 31 August 2023 NAV (published on 15 September 2023), in order to eliminate the mismatch between the NAV per share and FP BVB market price that was adjusted on 7 September 2023 (the Ex-date of 29 September 2023 dividend distribution). Performance objectives In accordance with the Fund’s IPS, there are two performance objectives that the Sole Director is aiming to achieve. The NAV objective refers to an Adjusted NAV per share1 in the last day of the reporting period higher than the reported NAV per share as at the end of the previous reporting period. The discount objective implies the discount between the closing price of the Fund’s shares on BVB – REGS and the latest reported NAV per share to be equal to, or lower than 15%, in at least 2/3 of the trading days in the reporting period. 1 The adjusted NAV for a given date is calculated as the sum of: (i) the reported NAV as at the end of the Reporting Period; (ii ) any distributions to shareholders, being either dividend or non-dividend ones (i.e. in the last case following reductions of the par value of the shares and distribution to the shareholders), implemented after the end of the previous Reporting Period, and (iii) any distribution fee and any transaction/ distribution costs relating to either dividend or non-dividend distributions including buy-backs of shares/ GDRs/ depositary interests executed through daily acquisitions or public tenders after the end of the previous Reporting Period. The adjusted NAV per share is equal to the adjusted NAV divided by the total number of the Fund’s paid shares, less FP ordinary shares bought back and less equivalent in FP ordinary shares of FP GDRs acquired and not yet converted into FP ordinary shares, on the last day of the Reporting Period. For more details, please see the IPS available on the Fund’s webpage. 3.8 24.2 18.5 8.4 8.0 4.9 4.5 4.3 3.7 3.32.1 20.2 6.5 3.3 6.2 1.1 2.5 1.7 1.0 1.3 FP Banca Transilvania OMV Petrom Romgaz HidroelectricaNuclearelectrica BRD Digi Transgaz Electrica H1 2026 H1 2025 -65% -57% -49% -41% -33% -25% -17% -9% -1% 7% 0.00 0.10 0.20 0.30 0.40 0.50 0.60 0.70 0.80 01/11 03/12 04/13 05/14 06/15 07/16 08/17 10/18 11/19 12/20 01/22 02/23 03/24 05/25 06/26 Adjusted Share Price Discount / Premium (%)
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21 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 According to the IPS and the Management Agreements in force during 2026, the reporting period for the performance objectives as per current mandate is from 1 April 2026 until 1 April 2027, while the previous reporting period is from 1 January 2025 until 31 December 2025. NAV Objective – at 30 June 2026 – interim monitoring The Adjusted NAV per share as at 30 June 2026 was RON 0.9058 per share, 14.0% higher than the 31 December 2025 NAV per share of RON 0.7944. NAV Objective Amount RON Details Total NAV as at 30 Jun 2026 2,670,986,756 Other costs related to dividends paid starting 1 Apr 2026 2,376 Central Depositary and Paying Agent fees Total Adjusted NAV as at 30 Jun 2026 2,670,989,132 Number of paid shares, less own shares held as at 30 Jun 2026 2,948,687,179 Adjusted NAV per share as at 30 Jun 2026 0.9058 NAV per share as at 31 Dec 2025 0.7944 Difference 0.1114 % +14.0% Source: Sole Director calculations Discount Objective – at 30 June 2026 – interim monitoring During 1 April – 30 June 2026, the discount to NAV was above 15% in all trading days. Discount at 1 Apr 2026 Discount at 30 Jun 2026 Average Discount 1 Apr – 30 Jun 2026 Discount Range 1 Apr – 30 Jun 2026 FP share -34.6% -27.0% -27.6% min -22.9%/ max -34.6% Source: Sole Director calculations Note: discount is calculated according to the IPS, based on the latest published NAV per share available for the day of the calculation During 26 February 2026 GSM, the Sole Director proposed the approval of Buy-back programme no. 17 for 294.8 million shares, to be implemented during 2026. However, this item was rejected by shareholders. During 28/29 May 2026 Annual GSM of the Fund the Sole Director proposed and shareholders approved, the allocation of the entire 2025 audited profit to retained earnings, available for future. The main considerations for the Sole Director’s proposal were: (1) the uncertainties on the incoming dividends from the portfolio companies (in terms of amounts, timing of collection, concentration of the portfolio companies paying dividends to the Fund), (2) the cash requirement for the share capital increase approved by CN Administratia Porturilor Maritime SA on 30 March 2026, (3) the share capital increase uncertainties for CN Aeroporturi Bucuresti SA and the cash required for Fondul to participate assuming a reasonable valuation of the underlying plot of land and (4) the ongoing cash requirements for the Fund to meet its contractual obligations. Also, for the 23 July 2026 GSM the Sole Director refrained from making any voting recommendation regarding the dividend proposal of RON 0.0453 per share added on the GSM agenda by shareholders owning more than 5% of the Fund’s share capital, considering the Fund’s cash and cash equivalents position at the end of June 2026 and the fact that the most important amount of the Fund’s dividend receivables (RON 116.2 million from CN Aeroporturi Bucuresti SA) was still outstanding at that date. In its public communication to the market, the Sole Director stated its intention to propose shareholders a dividend distribution at a GSM later in the year. The Sole Director has communicated
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22 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 this intention to the BoN, which agreed with this approach and has requested that the Sole Director submits its dividend proposal to the GSM after the Fund has collected the dividends from the portfolio companies, to mitigate any potential liquidity risks for the Fund. On 13 August 2026 the Sole Director convened the 29/30 September 2026 GSM of the Fund, which includes a dividend proposal of RON 0.046 per share. The item was requested to be submitted for GSM approval by a shareholder owning more than 5% of the Fund’s share capital. The dividend proposal is supported by the Sole Director. For more details please see section Subsequent events. It is the Sole Director’s intention to continue its efforts to minimise the discount to NAV through close collaboration with underlying portfolio companies to improve governance, efficiency, and profitability, as well as by proposing measures in line with the Management Agreement, Investment Policy Statement and the Annual Cash Distribution Policy. At the same time, transparent communication and disclosure supported by proactive investor relations remain an ongoing effort of the Sole Director. Investor relations In the first six months of the year, in our efforts to increase the visibility and the profile of the Fund, as well as the local capital market, and Romania, to a broader international institutional investor base, the Fund’s management team met with investors interested in finding out more details about Fondul Proprietatea and its equity story, and in receiving updates on the Fund, its corporate actions, and the main portfolio holdings, as well as on the Romanian macroeconomic environment. During the first six months, we attended one investor conference in Zürs, meeting with 7 representatives of international institutional investors. On 19 January we organised Fondul Proprietatea 2025 Preliminary Annual results Conference Call with institutional investors and financial analysts, where 64 investors and professionals participated. As part of our ongoing investor relations activities, on 12 February, Fondul Proprietatea organised a dedicated event at the Bucharest Stock Exchange to mark the 15 th anniversary since its listing, attended by representatives of the Sole Director, shareholders, capital market institutions, regulatory authorities including the Financial Supervisory Authority, as well as members of the media. On 29 May we organised Fondul Proprietatea Q1 2026 results conference call where 18 professionals participated. Furthermore, during the first six months of 2026, we organised 2 conference calls with institutional investors and financial analysts covering Fondul Proprietatea, interested in the latest developments regarding the Fund’s corporate actions, and its portfolio companies. Communication between the Sole Director and investors remains our top priority as we aim to ensure that investors are informed about the latest developments and obtain their feedback as we continue to focus on maximising shareholder value. Changes to the Constitutive Act of the Fund A summary of the main changes to the Fund’s Constitutive Act entering into force/ adopted by shareholders during the reporting period is presented below: • EGM Resolution no. 3 of 29 September 2025: approval of various amendments to the Fund’s Constitutive Act, in line with the new Corporate Governance Code of BVB and other regulatory requirements.
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23 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 The updated Constitutive Act, as per EGM Resolution no. 3 of 29 September 2025 was authorised by FSA through the Authorisation no. 158/ 19 December 2025 and entered into force on 5 January 2026, at the date of registration with the Trade Registry. • EGM Resolution no. 4 of 20 November 2025: approval of changing the deadline for holding the annual GSM from 4 months to 5 months, in line with the regulatory changes. The updated Constitutive Act, as per EGM Resolution no. 4 of 20 November 2025, was authorised by FSA through the Authorisation no. 36/ 13 February 2026 and entered into force on 2 March 2026, at the date of registration with the Trade Registry. • EGM Resolution no. 5 and EGM Resolution no. 6 of 28 April 2026: approval of the elimination of the interdiction for the Fund to conclude loan agreements for investment reasons, by amending Article 10 and Article 25 of the Fund’s Constitutive Act. The updated Constitutive Act, as per EGM Resolutions no. 5 and no. 6 of 28 April 2026, was submitted for authorisation with the FSA on 16 June 2026. The current version of the Fund’s Constitutive Act can be found on the Fund’s webpage in the section About the Fund - Fund Overview - Corporate Governance. For updates regarding changes in the Fund’s Constitutive Act after the end of the reporting period, please see section Subsequent events. ESG Sustainable Finance Disclosure Regulation Within the meaning of Article 6 of the SFDR, the sustainability risks were not deemed relevant for the investment decision process due to the Fund’s unique initial set-up as well as the current applicable regulatory framework, that imposes numerous investment restrictions, hence limiting the investment decisions. Also, the Fund has limited ability to consider sustainability risks in its investment decisions unless there are amendments to the governing regulatory framework of the Fund, which cannot be reliably estimated at the date of this report. Taxonomy Regulation The investments underlying Fondul Proprietatea do not take into account the EU criteria for environmentally sustainable economic activities, including enabling or transitional activities, within the meaning of the Taxonomy Regulation. Corporate Sustainability Reporting Directive Based on the CSRD provisions as well as the related requirements transposed in national legislation, there is a specific exemption from the reporting requirements on sustainability information applicable in case of the Fund. Report on gender representation in governance structures Applicability of the relevant legal provisions Fondul Proprietatea is an externally managed AIF, which entails a governance structure distinct from that of companies regulated by Law No. 31/1990. Consequently, Fondul Proprietatea does not have a board of directors, and its executive management is fully carried out by FTIS, acting as AIFM and Sole Director. Therefore, the provisions regarding gender representation among executive and non-executive directors do not apply directly to Fondul Proprietatea. Nevertheless, in order to ensure transparency and voluntary alignment with the best corporate governance practices, the Fund has conducted the relevant analysis by reference to its Board of
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24 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Nominees, a statutory body specific to the Fund’s structure, which performs supervisory functions. Composition of the Board of Nominees The BoN is, by analogy, considered a non-executive corporate body, as it does not perform executive management functions. At 30 June 2026 the composition of the BoN is as follows: 4 male members and 1 female member. Furthermore, the Fund has established an Audit and Valuation Committee composed of 2 male members (members of the BoN) and 1 female member (Chair of the AVC, an independent member who is not part of the BoN). The failure to meet the 40% threshold provided for in Article 1093(1)(a) of Law No. 24/2017 is not attributable to the Fund, as the nomination of candidates for membership of the BoN is made by the shareholders of the Fund, while the appointment decision rests exclusively with the GSM. Executive Management Given that, at the level of the Fund, executive management is carried out by FTIS, acting as AIFM and sole director, the Fund is not in a position to report on gender representation with respect to executive directors, as such concept is understood under the applicable legislation governing Romanian joint-stock companies (Law no. 31/1990). Implemented measures During 2026 the Fund initiated a review of its internal corporate governance framework, including the revision of its Diversity, Equity and Inclusion Policy, in order to align it with the provisions of Law No. 24/2017 regarding gender representation. Currently, all internal governance policies and procedures are under revision, with the aim of aligning with the new legal requirements and best practice recommendations, in order to strengthen gender balance and implement formal mechanisms for monitoring and promoting diversity. On 8 April 2026, the BoN approved the Nomination Profile and Policy, which sets out the requirements applicable to candidates for membership of the BoN, including provisions on gender representation. The Nomination and Remuneration Committee, established as a subcommittee of the BoN, is responsible for organising the selection process for candidates and ensuring compliance with representation and diversity requirements within the BoN. Macroeconomic environment According to the IMF1, the global economy is expected to slow only modestly, as the negative effects of the war in the Middle East are partly offset by stronger technology-driven growth, particularly from advances in and adoption of artificial intelligence. While risks are more balanced, the outlook remains shifted to the downside due to geopolitical tensions, commodity price volatility, supply chain disruptions, and trade fragmentation. Adequate policies are therefore required to maintain price stability, rebuild fiscal buffers, and advance structural reforms aimed at strengthening energy security, AI readiness, and long-term economic resilience. Global GDP growth 1 is estimated at 3.0% in 2026 and 3.4% in 2027, down from an average of 3.5% during 2024-2025 period. According to the same publication, Romania's GDP growth is estimated at 0.7% in 2026, at the same level as in 2025. 1 World Economic Outlook, April and July 2026 www.imf.org
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25 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 IMF projections1 estimate global inflation at 4.7% in 2026, up from 4.1% in 2025. According to Eurostat1, the EU annual inflation rate was 2.9% in June 2026, up from 2.3% in June 2025. According to the same publication, in June 2026 Romania recorded the highest annual inflation rate in the EU, of 9.2%, up from 5.8% in June 2025. According to the BVB2, the Romanian capital market increased by 27.9% in H1 2026, taking into account the total market capitalisation. The latest change in the key monetary policy rate was made by the National Bank of Romania on 8 August 2024, when it decided to decrease it by 0.25% to 6.50%. The rate has been maintained at this level in all subsequent policy decisions since then. The global economic outlook continues to be subject to heightened uncertainty stemming from geopolitical tensions, including the ongoing conflict in the Middle East. In particular, the ongoing conflict involving Iran has increased risks of disruption to energy markets, global trade routes, and financial conditions. A further intensification or broader regional spillover could adversely affect commodity prices—especially oil and gas— as it already reignited inflationary pressures, which could further weaken consumer and business confidence, and amplify volatility in global financial markets. Regulatory updates European Single Access Point Regulation (EU) 2023/2859 establishes the European Single Access Point (ESAP) - a centralised platform to be operated by the European Securities and Markets Authority (ESMA) - providing public access to financial, capital markets and sustainability information disclosed by regulated entities across the EU. At the national level, Directive (EU) 2023/2864, which amends certain existing directives in relation to the establishment and functioning of ESAP, was transposed into Romanian legislation through Law no. 238/2025, in force starting with 16 January 2026. As a regulated issuer listed on the Bucharest Stock Exchange and subject to the disclosure obligations set out in applicable EU and Romanian capital markets legislation, the Fund falls within the scope of entities whose publicly disclosed information will progressively become accessible through ESAP. The implementation framework is phased, with initial data collection by designated national collection bodies commencing on 10 July 2026, and full operationalisation envisaged by 2030. FSA has been designated as the relevant national collection body in Romania for the purposes of the ESAP framework in respect of the markets it supervises. The Sole Director has already implemented the Financial Supervisory Authority’s requirements on the matter and is continuously monitoring the technical standards issued by the European Supervisory Authorities. The Sole Director will take all necessary steps to ensure timely and compliant submission of required information in the formats prescribed under the ESAP framework as the relevant implementation milestones become applicable. AIFM Directive II Law no. 243/2025 amending and supplementing Law no. 74/2015 on alternative investment fund managers transposed the EU AIFM Directive II (Directive (EU) 2024/927). Key amendments concern loan origination, liquidity management tools, delegation and reporting. There is no material impact on the Fund in the reporting period as the Fund has not contracted any loan and liquidity management tools are not applicable in the case of closed-ended funds. 1 Eurostat – Euro Indicators Publication from 17 July 2026, www.ec.europa.eu/eurostat 2 BVB Monthly bulletin – December 2025 and June 2026, www.bvb.ro
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26 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Net Asset Value NAV methodology The key performance indicator of the Fund is its Net Asset Value. The Fund is required to publish a monthly net asset value per share in accordance with the local rules issued by the capital market regulator, no later than 15 calendar days after the reporting month end and after the dates when share capital changes are recorded within Trade Registry. All NAV reports are published on the Fund’s website together with the share price and discount/ premium information. Starting with 28 January 2022, the date when the Fund’s registration process as an AIF with the FSA was finalised, the Fund started to apply the Romanian AIF Law (Law no. 243/2019) and AIF Regulation (Regulation no. 7/2020). Listed liquid shares are valued either at closing market prices if listed on regulated markets, or at reference prices if listed on an ATS. Listed illiquid and unlisted shares are valued using valuation techniques in accordance with International Valuation Standards. The holdings in the companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at zero. The treasury shares acquired through buy-backs are excluded from the number of shares used in the NAV per share computation. During the period 29 April 2015 – 24 April 2025 the Fund’s GDRs issued by The Bank of New York Mellon as GDR Depositary, having the Fund’s shares as support, have been listed on the Specialist Fund Segment of LSE. Due to the fact that in substance the Fund’s GDRs were similar to the ordinary shares to which they corresponded, in the computation of the number of shares used for the NAV per share calculation, the equivalent number of shares corresponding to the GDRs bought back and held by the Fund as at the NAV reporting date was also deducted, together with the number of ordinary own shares bought back and held, during the relevant periods. NAV evolution Evolution of distribution adjusted NAV per share Source: Sole Director calculations Note: Distribution Adjusted NAV per share is calculated as the NAV per share for the respective month plus the cumulated cash distributions per share since the start of FT mandates 0.50 0.83 1.16 1.49 1.82 2.15 2.48 2.81 3.14 3.47 3.80 01/11 04/12 06/13 08/14 10/15 12/16 03/18 05/19 07/20 09/21 11/22 01/24 04/25 06/26 NAV per share Distribution Adjusted NAV per share
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27 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Evolution of the NAV per share (RON) The following chart shows information on the monthly published NAVs per share for the period from 31 December 2025 to 30 June 2026: Source: Sole Director calculations The main valuation updates during the Q1 2026 are presented below. On 15 January 2026 the Fund published the Preliminary results report for 2025 together with 31 December 2025 NAV. Subsequent to publication, the Fund has analysed the events between 31 October 2025 (date of valuation reports for 31 December 2025 NAV) and the date when the IFRS financial statements of the Fund were authorised for issue and consequently has adjusted the value of 5 holdings in the final audited IFRS financial statements of the Fund for the year ended 31 December 2025, with a total net increase of RON 2.0 million compared to the valuation included in 31 December 2025 NAV. Details regarding the adjustments performed are presented in the table below: Portfolio company Value in 31 Dec 2025 NAV Value in 31 Dec 2025 IFRS (Audited)/ 31 Mar 2026 NAV Difference RON million RON million RON million % CN Administratia Porturilor Maritime SA 361.6 365.4 3.8 +1.1% Zirom SA 29.4 31.2 1.8 +6.1% CN Administratia Canalelor Navigabile SA 14.2 13.5 (0.8) -5.4% Plafar SA 3.1 - (3.1) -100.0% Aeroportul International Mihail Kogalniceanu - Constanta SA 2.3 2.6 0.3 +11.9% Total 410.7 412.7 2.0 +0.5% Source: Fondul Proprietatea internal records For Q2 2026, the Fund performed valuation updates for the 3 largest unlisted holdings, which represent 96.2% of the Fund’s total unlisted portfolio as at 30 June 2026. The valuation was performed with the assistance of KPMG Advisory, in accordance with International Valuation Standards. The valuation date for the updated reports was 31 May 2026 (date for the market information), and it was based on the financial data of the companies as at 31 March 2026. The reports also considered all relevant subsequent events until 30 June 2026 (such as dividends declared, share capital changes, etc.). The total impact of the valuation update was an increase of RON 252.5 million (+12.7%) compared to 31 December 2025 NAV. 0.7944 0.7939 0.7940 0.7914 0.7911 0.8347 0.9058 0.6 0.65 0.7 0.75 0.8 0.85 0.9 12/25 01/26 02/26 03/26 04/26 05/26 06/26
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28 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Portfolio company Value in 30 Jun 2026 NAV Value in 31 Mar 2026 NAV/ 28 Feb 2026 NAV Value in 31 Dec 2025 NAV 30 Jun 2026 NAV vs. 31 Dec 2025 NAV RON million RON million RON million RON million % CN Aeroporturi Bucuresti SA 1, 597.6 1,366.5 1,366.5 231.1 +16.9% CN Administratia Porturilor Maritime SA 405.9 365.4 361.6 44.3 +12.3% Societatea Nationala a Sarii SA 237.0 259.9 259.9 (22.9) -8.8% Total 2,240.5 1,991.8 1,988.0 252.5 +12.7% Source: Sole Director calculations For additional details regarding the valuation update at 30 June 2026 for the three portfolio companies, including the methodology and assumptions used, please see section Key portfolio developments - Updates on the valuation of key portfolio companies. The Fund will continue to closely monitor the evolution of financial markets and that of the specific industries the portfolio holdings operate in, and for each NAV reporting date will assess if an updated valuation is required.
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29 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Portfolio Portfolio structure The equity exposure amounted to 91.6% of the Fund’s NAV as at 30 June 2026. As at that date, the portfolio was composed of holdings in 23 companies (5 listed and 18 unlisted), a combination of privately held and state-controlled entities. Portfolio structure – by controlling ownership Net cash and receivables include bank deposits, government securities, current bank accounts, dividend receivables as well as other receivables and assets, net of all liabilities, including liabilities to shareholders related to dividend distributions. Source: Sole Director calculations Note: % in total NAV as at 30 June 2026 Portfolio structure – by sector Source: Sole Director calculations Note: % in total NAV as at 30 June 2026 Portfolio structure – by asset type Source: Sole Director calculations Note: % in total NAV as at 30 June 2026 86.0% 5.6% 8.4% State controlled entities Private entities Net cash and receivables 76.2% 8.9% 3.9% 2.6% 8.4% Infrastructure Salt mining Aluminium Others Net Cash and Receivables 87.2% 4.4% 8.4% Unlisted Equities Listed Equities Net cash and receivables
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30 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 87.4% 10.2% 2.4% Alro SA Alcom SA Others Portfolio structure – unlisted holdings The largest unlisted holding is CN Aeroporturi Bucuresti SA (59.8% of the NAV) Source: Sole Director calculations Note: as at 30 June 2026. The chart reflects the company’s NAV value as a % in total NAV value of unlisted holdings. Portfolio structure – listed holdings The largest listed holding is Alro SA (3.9% of the NAV) Source: Sole Director calculations Note: as at 30 June 2026. The chart reflects the company’s NAV value as a % in total NAV value of listed holdings. 68.6% 17.4% 10.2% 1.3% 1.1% 1.4% CN Aeroporturi Bucuresti SA CN Administratia Porturilor Maritime SA Societatea Nationala a Sarii SA Zirom SA Posta Romana SA Others
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31 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Key portfolio developments Annual dividends received from portfolio companies During H1 2026, the Fund recorded annual dividends from 7 companies in the Fund’s portfolio related to the 2025 financial year. There were no special dividends1 declared by the portfolio companies during the reporting period. The Fund has also recorded the dividends collected from Conpet SA (a company no longer part of the portfolio) in April 2026, approved by this company in 2007 and related to 2026 financial year, that were won by the Fund following the court’s final decision from 25 March 2026. The total amount of gross dividend income recorded by the Fund in H1 2026 is RON 149.9 million. The table below presents details on the dividends recorded by the Fund during the six-month period ended 30 June 2026: Portfolio company Gross amounts (RON million) Date of recording in accounting Collection date CN Aeroporturi Bucuresti SA 116.2 May 2026 Jul 2026 Societatea Nationala a Sarii SA 32.4 May 2026 Jul 2026 Others 1.3 Mar-May 2026 Apr-Jun 2026 Total 149.9 Source: Fondul Proprietatea internal records Updates on the valuation of key portfolio companies Overview For 30 June 2026 reporting, the Fund performed valuation updates for the 3 largest unlisted holdings, with the assistance of KPMG Advisory. The valuation date for the updated reports was 31 May 2026 (date for the market information) and were based on the financial data of the companies at 31 March 2026. The reports also considered the relevant subsequent events until 30 June 2026. The valuations were performed in accordance with the Asset Valuation Standards - 2025 edition (SEV 2025) issued by ANEVAR, aligned with International Valuation Standards and it is based on fair value concept required under IFRS 13 Fair Value Measurement. The total impact of the valuation updates was an increase of RON 252.5 million (+12.7%) compared to 31 December 2025 NAV. CN Aeroporturi Bucuresti SA For CN Aeroporturi Bucuresti SA the updated valuation represents an increase by 16.9% of the holding value compared to that reflected in the 31 December 2025 NAV. The updated valuation report includes the effect of the dividends approved by the company in May. As part of the regular valuation process, the Sole Director continuously assesses the methodology and the available information at each valuation date to determine the best estimate of fair value. The primary valuation method for the company was changed to the Market approach, while the Income approach was maintained as a secondary method to cross check the valuation results. The Sole Director decided on the change after careful consideration of multiple factors and information available at the reporting date. These factors included: information and analysis provided by the external valuation service provider, the granularity, risks and uncertainties around the management 1 According to the definition of “special dividends” from the Annual cash Distribution Policy of the Fund
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32 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 data provided by the company, the availability of market peers and comparability to CNAB and correlation between the outputs of the two methods. This is consistent with the valuation approach in the pre-COVID period and the main argumentation for the change includes: • Over the last two years, market multiples for the peer group have been relatively stable, with limited volatility following the post-pandemic recovery period. • The information regarding the investment in the second terminal included in the budget received from the company is impacted by a high level of uncertainty given the early stage of the project. The forecasts incorporate the impact of the planned new terminal investment, based on management assumptions regarding timing, development and expected commercial benefits. These significant uncertainties at the current valuation date make the Income approach less reliable. Impact on valuation of share capital increase process The company initiated the appointment of a valuer for the plots of land inside Baneasa Airport, with the intention to restart the process based on the fair value of the land. As at the reporting date the Fund did not have any additional relevant information on this process and, as such, the previous methodology/ assumption was maintained, i.e. assuming the share capital increase with the value of the lands at Baneasa Airport would be performed at a reasonable valuation of the plot of land by CNAB. It is the Fund’s intention to participate with cash to preserve its stake in the holding. This assumption is reflected in the Fund’s cash management process and decisions related to the available liquidity. The Sole Director will analyse the future actions of CNAB and the potential impact on the valuation of the company. The Fund will implement any necessary legal actions to protect the interest of the shareholders, as needed and depending on the future actions of the company related to the share capital increase process. Impact on valuation of potential transaction to buy back shares from Fondul On 9 January 2026 the GSM of CNAB passed a resolution according to which the company intends to purchase the minority stake of 20% held by Fondul. The Fund has closely analysed all the data available on this potential transaction at the reporting date, with the conclusion being that now, there is insufficient information available on the timing and structure of a potential transaction that would trigger an impact on valuation of CNAB. The Sole Director will continue to analyse any relevant developments. Summary of valuation results for CNAB Estimated equity value of CNAB Market Approach Sensitivity range RON 9.3 – 9.8 billion Equity value (base case) RON 9,555.0 million Equity value corresponding to the Fund’s holding (before discount) RON 1,911.0 million Discount for lack of marketability 16.4% Fair value of the Fund’s holding in CNAB RON 1,597.6 million Source: CNAB valuation report prepared by KPMG Advisory, Sole Director computations
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33 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 CN Administratia Porturilor Maritime SA For CN Administratia Porturilor Maritime SA the updated valuation represents an increase by 12.3% of the holding value compared to the one included in 31 December 2025 NAV. The increase in the updated valuation is mainly driven by the cash paid during May by the two shareholders within the share capital increase process (the Fund contributed RON 56.3 million to maintain its holding). The corresponding new shares have not been issued at the reporting date and the completion of the legal/ regulatory steps is ongoing. The forecasts provided by the management of the company did not include the business impact from the acquisition of Giurgiulesti Port – if received, the consolidated forecast would be considered for the 31 December 2026 year-end update. The updated valuation report includes the investment completed during May as financial assets. No dividends have been approved by the company until 30 June 2026. For updates on dividends approved by the company after the end of the reporting period, please see section Subsequent events. Societatea Nationala a Sarii SA For Societatea Nationala a Sarii SA the updated valuation represents a decrease by 8.8% of the holding value compared to the value reflected in 31 December 2025 NAV. This was mainly driven by the weaker operational outlook for 2026, the impact of the exceptional costs of RON 48 million per year (related to hydrological works at Praid and Slanic mines and the graphite and salt perimeter studies), and the decrease in the liquidity position of the company following the dividends approved in May. Updates regarding CN Aeroporturi Bucuresti SA GSM for approving the repurchase of the Fund’s minority stake in CNAB On 9 January 2026, at the second convening, CNAB’s EGM approved, with majority of votes (80%), the proposals from Note no. DF/1249/17.11.2025 regarding the approval of the intention to repurchase the minority stake held by Fondul Proprietatea SA in CNAB. Pursuant to Note no. DF/1249/17.11.2025, the following were subject to approval by CNAB’s EGM: 1. Mandating the executive management of CNAB to initiate the steps prior to the transaction to purchase the minority stake held by Fondul Proprietatea SA in CNAB. 2. Approval of the initiation of a procedure for the acquisition of financial consultancy and legal assistance services for the structuring of the transaction, the valuation of the participation, assistance in negotiation, the finalisation of legal documents for the completion of the transaction mentioned under point 1. Any transaction involving the Fund’s assets whose value exceeds, individually or cumulatively, during a financial year, 20% of the total value of the non-current assets less non-current receivables of the Fund will be subject to approval by the EGM of the Fund, in accordance with the provisions of the Constitutive Act and the legislation in force. This decision represents a potential liquidity event for Fondul Proprietatea, which the Sole Director is treating with appropriate diligence, including by initiating the steps to select advisors specifically suited to such a process. On 17 July 2026, CNAB published the procurement announcement for the acquisition of financial consultancy and legal assistance services related to the transaction for the acquisition of the minority shareholding package held by the Fund. The scope of services includes transaction
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34 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 structuring, valuation of shareholdings, assistance during negotiations, and the preparation and finalisation of the legal documentation required to complete the transaction. The Fund has closely analysed all the data available on this potential transaction, and the conclusion was that at 30 June 2026 there is not sufficient information available on the timing and structure of a potential transaction that would trigger an impact on valuation of CNAB. The Sole Director will engage with the company’s management, its advisors and all other relevant stakeholders to ensure the best outcome for the Fund’s shareholders. The Sole Director will provide further updates or communications on this matter as deemed relevant – these will be available on the Fund’s website, section Press Centre - News. Legal actions against CN Aeroporturi Bucuresti SA share capital increase On 7 March 2024 the Bucharest Court of Appeal admitted the appeal filed by the Fund, annulling Resolution no. 15/ 26 October 2021 of CN Aeroporturi Bucuresti SA GSM for the approval of a share capital increase with the plots of land inside Baneasa airport, brought as Romanian State’s contribution in kind to the company's share capital. Decision no. 373/7 March 2024 issued by the Bucharest Court of Appeal is final. On 27 January 2025, the Bucharest Court of Appeal also issued the reasoning of Decision no. 373/7 March 2024. In addition to the litigation regarding the annulment of Resolution no. 15/26 October 2021 approving the share capital increase described above, the Fund has also entered into the following court proceedings in order to protect the shareholders’ interests: • Action against the Certificates of attestation of the right of ownership (RO: “Certificate de atestare a dreptului de proprietate”); on 10 October 2024 the court decided to suspend the proceedings pending a plea of unconstitutionality raised by the Fund regarding certain provisions from the Contentious administrative Law no. 554/2004; the plea of unconstitutionality is currently pending with the Constitutional Court; • Action against the valuation report issued by ANG Consulting SRL; at the hearing on 10 June 2025, the court rejected, as inadmissible, the action for the annulment of the valuation report issued by ANG Consulting SRL filed by the Fund. The judgment of the court was communicated on 7 October 2025. The Fund filed an appeal, which was dismissed as unfounded on 25 February 2026. The court decision was received by the Fund on 17 March 2026. An appeal on points of law (RO: “recurs”) was filed with the High Court of Cassation and Justice on 16 April 2026. For more details on the litigations between the Fund and CN Aeroporturi Bucuresti SA regarding the share capital increase with the plots of land inside Baneasa airport, please see the Annual reports of the Fund for the financial years 2023 - 2025. On 8 July 2025, 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 next hearing has been set for 8 October 2026. The Sole Director would analyse the future actions of CNAB and the potential impact on the valuation of the company. The Fund will implement any necessary legal actions to protect the interest of the shareholders, as needed and depending on the future actions of the company related to the share capital increase process.
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35 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Updates regarding CN Administratia Porturilor Maritime SA Share capital increase at CN Administratia Porturilor Maritime SA During the GSM held on 11 February 2026, the shareholder Ministry of Transport gave the final approval for the purchase price for 100% of the shares of ICS Danube Logistics (Giurgiulesti Port) and approval of the share sale-purchase agreement. On 30 March 2026, the EGM of CNAPM approved the increase of the company’s share capital by a maximum amount of RON 281,625,500, through cash contributions, at a nominal value of RON 10 per share, by issuing a maximum number of 28,162,550 new registered, dematerialized shares, without share premium, with the observance of the pre-emptive rights of existing shareholders. Fondul Proprietatea holds a 20% stake in CNAPM and had to contribute with RON 56.3 million in order to avoid a dilution of its minority stake down to 10.7%, from 20%. In connection with the above, on 3 April 2026 the Sole Director of the Fund stated the intention to exercise the pre-emption (preference) right to which the Fund is entitled in connection with the share capital increase operation approved by CNAPM, with the objective of preserving the Fund’s existing holding percentage in the share capital of CNAPM. During the same announcement, the Sole Director mentioned that it reserves the right to use all legal means necessary under applicable law in order to protect the legitimate interests of the Fund in connection with the share capital increase of CNAPM, taking into account the following considerations: • The transaction intended to be financed through the share capital increase operation had not been completed, based on information available to the Sole Director at the date of the announcement; • Inefficient financing structure. The proposed structuring of the transaction envisaged financing exclusively through a share capital increase, which constitutes an inefficient use of the CNAPM’s financial resources. Market practice for comparable transactions typically involves a significant component of debt financing, aimed at ensuring an efficient allocation of capital. In this regard, CNAPM is in a particularly strong position, given its strong current cash position. On 15 April 2026, the Fund initiated proceedings before the Constanta Tribunal seeking the annulment of EGM Resolution no. 1/ 30 March 2026, by which CNAPM approved the share capital increase. The next court hearing is scheduled for 8 September 2026. Also, on 15 April 2026, the Fund initiated proceedings before Constanța Tribunal seeking the suspension of the effects of EGM Resolution no. 1/ 30 March 2026, by which CNAPM approved the share capital increase. On 15 May 2026, Constanța Tribunal dismissed the Fund’s claim seeking suspension of the effects of GSM Resolution no. 1/ 30 March 2026. On 20 May 2026, the Fund filed an appeal against this decision. On 22 July 2026 Constanta Court of Appeal rejected the appeal filed by the Fund. On 4 May 2026 CNAPM informed the Fund that the acquisition of ICS Danube Logistics (Giurgiulesti Port) was closed. On 15 May 2026, Fondul Proprietatea exercised its pre-emption right and subscribed 5,632,510 new shares, with a nominal value of RON 10 per share, and an aggregated value of RON 56,325,100, issued by CNAPM, in the context of the cash contribution share capital increase approved by EGM Resolution no. 1/30 March 2026. The Sole Director exercised the pre-emption right for the purpose of maintaining the Fund’s existing shareholding percentage in CNAPM’s share capital. Nevertheless, the Sole Director reserves the right to use all necessary legal means, in accordance with applicable law, in order to protect the Fund’s legitimate interests in connection with CNAPM’s share capital increase.
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36 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 The share capital increase has not been completed yet, and the related filing/ registration with the Trade Registry was not finalised at 30 June 2026 - CNAPM convoked an EGM for 20 August 2026, with the agenda including the approval of the finalisation of the share capital increase and the amendment of the company’s constitutive act. The full announcements mentioned above as well as any further announcements on this topic are available on the Fund’s website, section Press Center - News. Updates regarding Societatea Nationala a Sarii SA Listing of Societatea Nationala a Sarii SA On 5 July 2021, the GSM of Salrom approved in principle the listing of the company on the BVB, through a public offering of the company’s shares held by the Fund. On 27 July 2022, the Government approved a Memorandum supporting the listing of Salrom by a public offering of the company’s shares held by the Fund, which is a key milestone in the listing process. After the approval of the Memorandum, Fondul initiated the necessary steps at the level of the Ministry of Economy and Salrom’s management. However, to date, no calendar has been set for Salrom’s listing. Listing the company on the BVB would bring significant long-term benefits in terms of increased transparency, improved governance and access to capital. The Fund will continue to engage with the majority shareholder and the company in relation to preparations for a potential IPO. Praid salt mine event The flooding of Praid salt mine represented the most significant operational event affecting Salrom during 2025, which continues to shape the company's short- and medium-term plans. Following the incident, Salrom initiated a series of technical assessments and remediation measures aimed at stabilising affected areas and evaluating future mining operations. The event also resulted in a number of non-recurring costs, contributing to differences between the preliminary and final 2025 reported results, with the largest cost category impacting the final results being RON 37 million hydrological works related to the diversion and conveyance of the Corund river (initial net profit reported in the preliminary 2025 results was RON 118.9 million). The financial impact of this exceptional event was partially offset by the recognition of state aid amounting to RON 76.5 million in December 2025. The company further budgeted additional non-recurring expenditures in 2026, primarily related to hydrological remediation, water diversion and stabilisation works at Praid. Graphite Project Salrom announced the submission of the Graph Secure project under the call for projects launched by the European Commission’s Innovation Fund, aiming to secure a EUR 21.4 million grant for the development of the first industrial facility in the European Union to apply HPSA technology - a technology that significantly reduces carbon footprint, water consumption, and waste generation across the entire process - for the extraction and primary processing of natural graphite at Baia de Fier, Gorj County. The project builds on Salrom’s portfolio of initiatives previously submitted under the European Commission’s Critical Raw Materials Act project calls, covering graphite extraction, battery-grade processing, and the circular valorisation of mining residues, which together form an integrated value chain.
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37 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 The European Commission is expected to complete the evaluation by September 2026 and communicate results in October–November 2026 (signing of the grant agreements expected between November 2026- March 2027). Updates regarding CE Oltenia SA Restructuring plan of CE Oltenia and related roadmap1 In January 2022, the European Commission approved Romania's plan to grant CE Oltenia a restructuring aid for up to EUR 2.66 billion (RON 13.15 billion) (the “Restructuring Plan”). The Restructuring Plan for the period 2021-2026 (with an outlook to 2030) aims to support the company’s transition from lignite-based generation to lower-carbon energy through investments in renewable capacities, while gradually decommissioning coal assets. Funding comprises non-reimbursable grants for the acquisition of greenhouse gas emission certificates and a combination of funds from Modernization Fund, state guarantee loans and capital increases (in cash as well as with the value of some lands) that will be used by CE Oltenia to develop the new investments alongside co-investors. Investment projects into renewable capacities developed alongside co-investors: • OMV Petrom: 4 solar parks with total capacity increased from 455 MW to 550 MW, representing over EUR 400 million of investment (approximately 70% funded by the Modernisation Fund). Construction is underway, with commissioning expected in 2027. • Tinmar Energy: 4 solar parks (280 MW) and 1 gas-fired unit (475 MW). The projects are significantly delayed, with tender procedures for the solar parks only recently completed and the engineering, procurement and construction contracts pending signature, while the procurement process for the gas-fired unit is still ongoing. • Alro JV: An 850 MW gas-fired project, currently under discussion for conversion into a battery energy storage system (BESS). The restructuring plan also envisaged an equity contribution of EUR 180 million from the Romanian State via the Ministry of Energy. Although the related capital increase was approved by shareholders in November 2023, as at 30 June 2026 the Ministry of Energy did not pay the cash contribution. The Fund did not subscribe in the share capital increase. As part of its decarbonisation commitments, CE Oltenia has reduced its installed capacity from the historical levels of approximately 3.6 GW to around 1,284.9 MW currently, following the latest reduction in March 2026, driven by the permanent decommissioning of Turceni unit 4 (down from 1,569.9 MW prior to this adjustment). Overall, implementation of the Restructuring Plan remains significantly delayed, affecting both coal phase-out and commissioning of replacement capacities. As a result, an update of the Restructuring Plan extending the restructuring period by three years, until end-2029, was notified by the company to the European Commission in December 2025. In February 2026, the European Commission opened an in-depth investigation to assess the compatibility of the amended plan with EU State aid rules and its ability to restore the company’s long-term viability. 1 More details on the Restructuring Plan of CE Oltenia SA were presented in the Annual Reports of the Sole Director of the Fund for previous years, which are available on the Fund’s website, section Investor Relations - Financial Results.
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38 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Conpet SA litigation On 25 March 2026, the High Court of Cassation and Justice, Second Civil Section, rejected as unfounded the appeal filed by the appellant Conpet SA (a company no longer part of the Fund’s portfolio) against decision no. 67/26.02.2025, pronounced by the Ploiesti Court of Appeal in court case 2432/1/2025 which means that the decision is final. As such, Conpet SA is obliged to pay to Fondul Proprietatea both the value of the dividends and the related legal interest, calculated starting with 25 April 2007 and until the date of actual payment. As per the Fund’s calculation, the total amount is approximately RON 2 million, comprising the dividend amount, related legal interest, and legal costs – most of this amount was collected on 28 April 2026. In respect of the amounts not voluntarily paid by Conpet SA, the Fund intends to commence forced execution proceedings to recover the outstanding debt. Top portfolio holdings Name Fund’s stake (%) Value as per 30 Jun 2026 NAV (RON mil) % of NAV as at 30 Jun 2026 CN Aeroporturi Bucuresti SA 20.0% 1,597.6 59.8% CN Administratia Porturilor Maritime SA 20.0% 405.9 15.2% Societatea Nationala a Sarii SA 49.0% 237.0 8.9% Top equity holdings 2,240.5 83.9% Total equity holdings 2,446.8 91.6% Net cash and receivables 224.2 8.4% Total NAV 2,671.0 100.0% Source: internal records of the Fund CN Aeroporturi Bucuresti SA Financial and operational results RON million 2024 2025 % H1 2025 H1 2026 % Budget 2025 Budget 2026 % Operating revenue 1,434.2 1,682.9 +17.3% 764.8 815.0 +6.6% 1,558.4 1,857.6 +19.2% Operating profit 663.8 812.6 +22.4% 392.4 397.9 +1.4% 635.2 794.7 +25.1% Net profit 608.8 789.7 +29.7% 356.6 373.6 +4.8% 541.8 755.0 +39.4% Dividends 515.1 580.8 +12.8% n.a. n.a. n.a. 501.2 695.4 +38.7% Source: Individual IFRS financial statements / Budgeted figures based on company’s budgets as approved by shareholders. Traffic reached 8.5 million passengers in H1 2026, 5% higher y.o.y., while revenue growth continued to outperform it. Profitability improved in line with the traffic trend. Given the capacity constraints of the current infrastructure at Henri Coanda International Airport, the most important mid-term development project would be the construction of a second terminal in this location. The public tender for consultancy services - referring to design services for studies, concept, detailed design, and technical assistance for airport infrastructure - was awarded to a consortium led by Leviatan Group. The contract envisages 2 years for the design phase, 3.5 years for technical assistance during the execution phase, and 5 years of technical assistance for the guarantee period. According to the tender documentation, the new terminal could have a surface of
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39 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 176.000 sqm, almost twice the surface of the existing terminal, and could double the passenger processing capacity of Henri Coanda airport. Corporate governance 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 28 October 2026. ESG CN Aeroporturi Bucuresti SA has issued its sustainability report for FY 2025, which was approved by shareholders together with 2025 financial statements. The report is published on the company’s website www.bucharestairports.ro. CN Administratia Porturilor Maritime SA Financial and operational results RON million 2024 2025 % H1 2025 H1 2026 % Budget 2025 Budget 2026* % Operating revenue 522.0 504.6 -3.3% 238.8 261.6 +9.5% 491.6 530.5 +7.9% Operating profit 242.7 75.9 -68.7% 76.2 69.3 -9.1% 81.4 77.8 -4.4% Net profit 256.3 118.2 -53.9% 87.5 85.1 -2.7% 101.5 103.2 +1.7% Dividends - 26.3 +100% n.a. n.a. n.a. 26.3 26.5 +0.8% Source: Financial statements in accordance with applicable Romanian accounting regulations / Budgeted figures based on compan y’s budgets as approved by shareholders. *The 2026 Budget is subject to shareholders approval on 20 August 2026. Traffic declined to 30.8 million tons in H1 2026, down by 1% y.o.y, mainly due to weaker volumes of cereals. In H1 2026, the reported operating profitability dropped y.o.y., impacted by declining traffic volumes, while operating revenues increased mainly due to pass-through items from the power supply business. Corporate governance The selection process for full 4-year Board mandates was completed, and new members were appointed on 30 January 2026. Fondul Proprietatea appointed one member through cumulative voting, Mr. Catalin Diaconu. Mr Mihai Teodorescu was appointed CEO in June for a full 4-year mandate, after he previously held interim mandates in the same position. The selection process for the CFO position was still ongoing at the end of the reporting period. ESG CN Administratia Porturilor Maritime SA has issued its sustainability report for FY 2025, which was approved by shareholders in August 2026, together with 2025 financial statements.
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40 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Societatea Nationala a Sarii SA Financial and operational results RON million 2024 2025 % H1 2025 H1 2026 % Budget 2025 Budget 2026 % Operating revenue 486.7 500.0 +2.7% 236.2 257.8 +9.1% 508.3 454.4 -10.6% Operating profit 119.2 71.4 -40.1% 12.9 70.7 >100% 84.6 11.1 -86.9% Net profit 111.3 66.9 -39.9% 15.6 64.5 >100% 77.4 17.7 -77.1% Dividends 106.1 66.1 -37.7% n.a. n.a. n.a. 77.4 9.8 -87.3% Source: IFRS financial statements / Budgeted figures based on company’s budgets as approved by shareholders. Company’s budget for 2026 reflects a conservative top-line approach and lower reported profitability, driven by material non-recurring expenditures (approximately RON 48.3 million) mainly comprising hydrological works at Praid and Slanic, graphite and salt perimeter studies, and mine development costs, alongside compensatory payments related to personnel restructuring (approximately RON 7.3 million) covering approx. 116 full-time employees. H1 2026 results reflect a significant improvement y.o.y., with operating revenues up 9.1%, from RON 236.2 million in H1 2025 to RON 257.8 million in H1 2026. Net profit recorded a significantly increase of 313.5%, rising from RON 15.6 million to RON 64.5 million. Corporate Governance Currently the company has interim Board members starting October 2025. Fondul Proprietatea proposed two members through cumulative vote, respectively Mr. Voicu Cheta and Mrs Luiza Haschka. The selection process for full mandates as per the requirements of GEO no. 109/2011 was approved and initiated during the 27 January 2026 GSM. However, as at the reporting date, the announcement for the initiation of the recruitment process has not yet been published. ESG Starting 2024, Societatea Nationala a Sarii reports on ESG matters in accordance with the standards set by Order no. 85/2024. The company previously reported on environmental and social responsibility issues in its non-financial annual report, in accordance with GRI Standards. The reports are published on its website www.salrom.ro.
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41 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Corporate Strategy Distributions to shareholders Annual Cash Distribution Policy Fondul Proprietatea adopted the Annual Cash Distribution Policy, which sets a series of guidelines and principles on the cash distributions made by the Fund. On 6 August 2026 the Sole Director approved the amended Annual Cash Distribution Policy of the Fund, with no material changes compared to previous version – the policy was revised in line with the regulatory updates on maximum limits for buy-back programmes and returns of capital. The Annual Cash Distribution Policy of the Fund currently in force is published on the Fund’s website in the section About the Fund/ Fund overview/ Corporate governance. General payment procedure The payments of the distributions to shareholders are performed through the Romanian Central Depositary, according to the legislation in force, as follows: a) for shareholders having a custodian/ brokerage account, directly by the respective custodian bank or broker; b) for all other shareholders: (i) by the Central Depositary, through BRD Groupe Societe Generale (acting as Payment Agent), for bank transfers when the supporting documentation required by the Central Depositary, along with a payment request, have been submitted; (ii) by the Payment Agent for cash payments, at any of its agencies, or by bank transfer (when the supporting documentation required by the Payment Agent and a payment request were submitted to the Payment Agent). For each distribution the Fund publishes on its website all the necessary details, including the Dividend Payment procedure, information regarding the potential tax implications, documents to be submitted by shareholders to benefit from certain tax exemptions or lower tax rates, payment forms, additional documentation needed in particular situations, contact details of the Paying Agent and Central Depositary, etc. Starting with the date when the statute of limitation occurs, the shareholders are no longer entitled to collect the respective distribution. According to the provisions of the legislation in force, the statute of limitation generally occurs three years after the date when the respective distribution commences, except for specific instances that are individually assessed – in these cases the payments are performed directly by the Fund based on the specific requests and documentation provided by shareholders entitled to amounts payable. For more details regarding the general dividend payment procedure and applicable forms, please see the Fund’s website, section Investor Relations – Dividends and Distributions. Allocation of the Fund’s 2025 profit During 28/29 May 2026 Annual GSM the shareholders approved the allocation of the entire 2025 audited profit to retained earnings, available for future use, based on the proposal of the Sole Director, in accordance with the rationale detailed in the GSM supporting documentation. On 13 August 2026 the Sole Director convened the 29/30 September 2026 GSM of the Fund, which includes a dividend proposal of RON 0.046 per share. The item was requested to be submitted for
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42 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 GSM approval by a shareholder owning more than 5% of the Fund’s share capital. The dividend proposal is supported by the Sole Director. For more details please see section Subsequent events. Buy-back programmes Overview of share buy-back programmes Progr. Period No. of shares (mil) Tender offer Status 1 May – Sep 2011 240.3 N/A Completed 2 Apr – Dec 2013 1,100.9 Oct – Nov 2013 Completed 3 Mar – Jul 2014 252.9 N/A Completed 4 Oct 2014 – Feb 2015 990.8 Nov – Dec 2014 Completed 5 Feb – Jul 2015 227.5 N/A Completed 6 Sep 2015 – Sep 2016 891.7 Aug – Sep 2016 Completed 7 Sep 2016 – May 2017 830.2 Feb – Mar 2017 Completed 8 May – Nov 2017 141.9 N/A Completed 9 Nov 2017 – Dec 2018 1,488.0 Jan – Feb 2018 Completed 10 Jan – Dec 2019 403.8 Jul – Aug 2019 Completed 11 Jan – Dec 2020 798.0 Jan – Mar 2020/ Jul – Sep 2020/ Oct – Dec 2020 Completed 12 Jan - Dec 2021 194.4 N/A Completed 13 Jan – Dec 2022 549.0 May – Jun 2022 Completed 14 Jan – Dec 2023 2,112.4 Jan – Mar 2023/ Oct – Dec 2023 Completed 15 Apr – Oct 2024 355.6 Jul – Sep 2024 Completed 16 Jan – Dec 2025 252.1 Jul – Sep 2025 Share cancellation in progress1 Total 10,829.5 Source: Fondul Proprietatea internal records 1. The cancellation of the BB programme no. 16 shares was included on the agenda of 23 July 2026 GSM - for details please see section Subsequent events. This will be finalised after completion of all the related regulatory steps. Regulatory limits regarding buy-back programmes GEO no. 71/2024 entered into force on 25 June 2024, introducing a maximum limit of 10% of the share capital during a financial year for buy-back programmes. GEO no. 71/2024 also provides for the frequency of the buy-back programmes (once in a financial year), and the conditions under which the buy-back programs can be performed (based on EGM approval and exclusively from own sources). This regulation impacts all the buy-back programmes of the Fund going forward.
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43 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Source: Bloomberg for Adjusted Share Price (price adjusted with cash distributions), Sole Director calculations for Discount / Premium Note: The (discount) / premium is calculated in accordance with the IPS i.e. the (discount) / premium between the FP shares c losing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation. The total number of own shares held by the Fund as at 30 June 2026 is 252,097,337, having a total nominal value of RON 131,090,615.24 (RON 0.52 per share). The 16th buy-back programme (implemented during 2025) In 2025 the Fund bought back a total number of 252,097,337 own shares within Buy-back programme no. 16 (out of which 251,650,337 ordinary shares and 447,000 ordinary shares corresponding to GDRs), representing 7.9% of the total issued shares as at 31 December 2025, for a total acquisition value of RON 117,872,433, excluding transaction costs. The cancellation of own shares acquired within Buy-back programme no. 16 was included on the agenda of 23 July 2026 GSM – for details, please see section Subsequent events. The 17th buy-back programme (for 2026) During 26 February 2026 GSM, the Sole Director proposed the approval of Buy-back programme no. 17 for 294.8 million shares, to be implemented during 2026. However, this item was rejected by shareholders. Impact of the buy-back programmes on the Fund’s equity The Fund recognises the treasury shares (repurchases of own shares and GDRs) at trade date as a deduction from shareholders’ equity (in an equity reserve account). Treasury shares are recorded at acquisition cost, including brokerage fees, distribution fees and other transaction costs directly related to their acquisition. Upon completion of all legal and regulatory requirements, the treasury shares are cancelled and netted off against the share capital and / or other reserves. The details on the accounting treatment to be applied for the registration and cancellation of treasury shares can be found in the FSA Norm no. 39/2015, article 75. A negative equity element arises upon cancelation of the shares acquired in a buy-back programme, where the acquisition price is higher than the nominal value, but this does not generate an additional shareholder’s equity decrease. At the cancellation date, only a reallocation between the equity -70% -60% -50% -40% -30% -20% -10% 0% 0.00 0.10 0.20 0.30 0.40 0.50 0.60 0.70 1/24 3/24 5/24 7/24 9/24 11/24 1/25 3/25 5/25 8/25 10/25 12/25 Adjusted Share Price (RON) Discount / Premium (%) 15th Buy-back Programme 16th Buy-back Programme RON 0.06 Dividend Distribution 13th Tender Offer RON 0.0122825494 Dividend Distribution 14th Tender Offer RON 0.0409 Dividend Distribution
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44 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 accounts is booked, without any impact on profit or loss and without generating additional shareholders’ equity decrease (the decrease is recorded at share acquisition date). Article 75 from Norm no. 39/2015 mentions that the negative balance arising on the cancellation of equity instruments may be covered from the retained earnings and other equity elements, in accordance with the resolution of the GSM. As at the reporting date, the Fund’s equity elements that could be used to cover the negative reserve are sufficient and include retained earnings, reserves and share capital. Similarly, a positive equity element is recognised directly in equity, without any impact on profit or loss, upon cancelation of the shares acquired in a buy-back programme where the acquisition price is lower than the nominal value. At the cancellation date, a reallocation between the equity accounts is booked – according to Article 75 from Norm no. 39/2015 the amount representing the positive equity element resulted from cancellation may be transferred to other reserves. Subsequently, this is available to be used according to shareholders decision, based on the amounts presented in the audited financial statements of the Fund. Movement in the reserves related to buy-back programmes During the 28/29 May 2026 Annual GSM, the shareholders approved the coverage of the negative reserve of RON 38,353,766, related to the cancellation of the shares acquired within the 15 th buy-back programme, using the dedicated reserve set up for this purpose during 29 April 2025 Annual GSM. Movement in negative reserve All amounts in RON Opening balance of the negative reserve as at 1 January 2026 (audited) (38,353,766) Coverage of negative reserves - OGM Resolution no. 13/ 28 May 2026 38,353,766 Closing balance of the negative reserve at 30 June 2026 (unaudited) - Source: Sole Director calculations The table below shows additional details on the estimated positive reserve that would arise upon the cancelation of the treasury shares in balance as at 30 June 2026: Positive reserve to arise on cancellation of the treasury shares in balance as at 30 June 2026 Buy-back programme no. 16 Number of shares to be cancelled (1) 252,097,337 Total costs (including transaction costs and other costs), representing the accounting value of the shares to be cancelled in the future (RON) (2) 121,131,611 Correspondent nominal value (NV = RON 0.52 per share) (RON) (3)=(1)*NV 131,090,615 Estimated positive reserve to be booked on cancelation (RON) (4)=(3)-(2) 9,959,004 Source: Sole Director calculations The estimated positive reserve for the shares acquired within Buy-back programme no. 16 during 2025 is RON 9,959,004, assuming a nominal value of shares of RON 0.52 per share. The Sole Director included on the agenda of 23 July 2026 GSM the cancellation of the 252,097,337 treasury shares repurchased within the 16th buy-back programme – for more details, please see section Subsequent events. However, the final reserve for Buy-back programme no. 16 will be recorded at share cancellation date - after all legal and regulatory steps related to the cancellation are completed (FSA endorsement, registration with the Trade Registry, etc.). The Sole Director will propose the implementation of the relevant corresponding measures in respect of the positive reserve as reflected in the annual audited financial statements of the Fund during a subsequent GSM.
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45 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Financial Information Key financial highlights The table below shows a summary of the Fund’s financial performance during the reporting period: NAV1 and share price developments2 Notes H1 2026 H1 2025 YE 2025 Total shareholders’ equity at the end of the period (RON million) 2,671.0 2,125.6 2,344.5 Total shareholders’ equity change in period (%) 13.9% -1.7% +8.4% Total NAV at the end of the period (RON million) a 2,671.0 2,125.6 2,342.5 Total NAV change in period (%) 14.0% -5.5% +4.1% NAV per share at the end of the period (RON) a 0.9058 0.6975 0.7944 NAV per share (RON) change in the period (%) 14.0% -0.8% +13.0% NAV per share total return in the period (%) e 14.0% 5.6% +22.4% Share price as at the end of the period (RON) b 0.609 0.3605 0.5360 Share price low in the period (RON) b 0.519 0.319 0.3190 Share price high in the period (RON) b 0.712 0.388 0.5880 Share price change in the period (%) 13.6% 14.4% +70.2% Share price total return in the period (%) f 13.6% 27.6% +94.7% Share price discount to NAV as at the end of the period (%) d -32.8% -48.3% -32.5% Average share price discount in the period (%) d -23.9% -47.6% -41.4% Average daily share turnover in the period (RON million) c, g 3.8 1.3 2.7 Source: BVB, Sole Director calculations 1. NAV for the end of each period was computed in the last calendar day of the month. 2. Period should be read as H1 2026/ H1 2025/ FY 2025, respectively Notes: a. Prepared based on local rules issued by the capital market regulator b. Source: BVB - REGS market - Closing prices c. Source: BVB d. Share Price discount/ premium to NAV as at the end of the period (%) is calculated as the discount/ premium between FP share closing price on BVB - REGS on the last trading day of the period and the NAV per share at the end of the period; as a general rule, the average discount/ premium is calculated according to IPS, using the latest published NAV per share at the date of the calculation and includes both the days with premium and with discount. e. The NAV per Share Total Return is calculated in RON by geometrically linking total returns for all intermediate periods when official NAV is published. Each total return for a single period is calculated using the following formula: the NAV per share at the end of the period plus any cash distribution during the period, dividing the resulting sum by the official NAV per share at the beginning of the period. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS f. The Share Price Total Return is calculated in RON by geometrically linking daily total returns. Daily total return is calculated as the closing price at the end of the day, plus any cash distributions on that day, dividing the resulting sum by the closing price of the previous day. The resulting single period total returns are geometrically linked to result in the overall total return. The Fund uses this indicator as it is directly related to the performance objectives of the Fund included in the IPS g. Including the tender offer finalised by the Fund in September 2025
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46 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Evolution of net liquid assets The table below shows the change in net liquid assets of the Fund as a percentage of the NAV. RON million 30 Jun 2026 31 Mar 2026 31 Dec 2025 Current accounts1 46.0 208.3 249.5 Bank deposits 29.4 89.9 149.1 Government bonds 53.4 52.5 - Dividend receivables 148.6 - - Total liabilities (53.8) (216.3) (258.5) Liquid assets less liabilities 223.6 134.4 140.1 Net Assets Value 2,671.0 2,333.6 2,342.5 % Liquid assets less liabilities in NAV 8.4% 5.8% 6.0% Source: Sole Director calculations 1. Current accounts include also the cash blocked for distributions to shareholders The significant decrease in current accounts balance during H1 2026 is mainly due to the cash paid to shareholders from the distribution bank accounts in relation to the ongoing dividend payments of the Fund, mainly the one paid subsequent to the Hidroelectrica SA listing in 2023. A corresponding decrease in the liabilities to shareholders also occurred, with no impact on the total NAV. Also, in May 2026 the Fund subscribed to the share capital increase of CN Administratia Porturilor Maritime SA with RON 56.3 million in order to maintain its shareholding in the company. For details regarding the collection of the dividends receivable in balance at 30 June 2026, please see section Subsequent events. Cost ratios of the Fund The Fund elected to use Ongoing Charge Ratio and Total Expense Ratio as alternative performance measures because applying industry standards to the calculation of expense charges creates consistent and comparable data across the sector. The Ongoing Charge Ratio represents the annual percentage impact in the total net assets of the Fund of the costs incurred by the Fund, irrespective if these are recorded in profit or loss or directly in equity, and it is calculated as the total charges for the last 12 months divided by the average monthly net asset value of the Fund during the same period. For the purpose of this calculation, expenses do not include foreign exchange losses, impairment adjustments, fair value adjustments, expenses with provisions and income tax expenses/ income tax recognised in other comprehensive income. Although the OCR figure is based on historical information, it provides shareholders with an indication of the likely level of costs that will be incurred in managing the Fund in the future. The Total Expense Ratio at 30 June 2026 represents the annualised expenses of the Fund based on the actual expenses incurred during the first six months of the year, divided by the period average NAV. Similarly to OCR, for the purpose of this calculation, expenses do not include foreign exchange losses, impairment adjustments, fair value adjustments, expenses with provisions and income tax expenses/ income tax recognised in other comprehensive income. There were no transaction costs recorded by the Fund during 2025 and 2026.
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47 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Cost ratio 30 June 2026 30 June 2025 Ongoing Charge Ratio – 12 months ended 1.71% 1.90% Total Expense Ratio – 6 months ended, annualised 1.58% 1.69% Source: Sole Director calculations The differences in TER and OCR values at 30 June 2026 are as a result of the different calculation methods – TER is based on the expenses for the first six months of the year which are subsequently annualised, while OCR is based on the total actual expenses for the last 12 months to reporting date. Fees, charges, and expenses directly or indirectly borne by investors According to article 22 of Law no. 74/2015 the AIFM shall make available to investors the information on all fees, charges and expenses and the maximum amounts thereof which are directly or indirectly borne by investors. Additional details on this topic are included below, as recommended in the communications received from FSA. Fees and costs directly borne by investors The brokerage fees and other costs incurred by investors in acquiring the Fund’s shares vary depending on the specific contractual agreements concluded between the investors and the intermediaries. Fees and costs indirectly borne by investors All costs and expenses incurred by the AIFM, including through the Bucharest Branch, in the performance of their functions shall not be for the account of the Fund but shall be borne by the AIFM. Pursuant to the Management Agreement and to the shareholders’ approval, the Fund bears or shall reimburse the AIFM, where the AIFM has incurred them in advance, the following expenses: (a) expenses related to the payment of fees owed to the Depositary; (b) expenses related to intermediaries including expenses related to the financial advisory services in connection with the issue, purchase, sale or transfer of listed and unlisted securities or financial instruments; (c) expenses related to taxes and fees owed to the FSA or other public authorities, according to applicable legislation, as well as expenses or charges imposed to the Fund by any tax authority related to the expenses in this section or otherwise applicable to the running of the business of the Fund; (d) expenses related to the financial audit performed on the Fund and any other audits or valuations required by the legislation in force applicable to the Fund (for clarity, these expenses relate to the fair value measurement of the Fund's portfolio for the purpose of IFRS accounting and financial statements preparation and of NAV calculation); (e) expenses related to the admission to trading of the financial instruments issued by the Fund, and any subsequent issues or offerings; expenses with intermediaries and professional advisors in relation to arranging and maintaining the listing; (f) expenses related to investor relations and public relations in the interest of the Fund; (g) expenses related to ongoing reporting and disclosure obligations according to legislation in force;
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48 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 (h) expenses related to the organising of any GSM and communications with the shareholders and to the payment of fees for registrar services and services related to distributions to shareholders; (i) expenses related to the payment of taxes and fees owed to the Bucharest Stock Exchange, and any other exchange on which the financial instruments of the Fund shall be admitted to trading; (j) expenses related to the registration with the Trade Registry or documents issued by the Trade Registry; (k) expenses related to the payment of fees owed to the banks for banking services performed for the Fund; (l) expenses related to appointing legal advisers and other advisors to act on behalf of the Fund; (m) expenses related to contracts with external service providers existing as of execution of the current Management Agreement until the expiry or termination of the contract; (n) expenses related to remuneration, transport and accommodation of the members of the BoN (in relation to their services and attendance at meetings, in accordance with the Constitutive Act, the mandate agreements and any applicable internal regulations) and for independent persons (not employees of the AIFM) acting as representatives of the Fund on the corporate bodies of companies in the portfolio, where appropriate; and (o) expenses relating to printing costs for the Fund’s documentation. Save as provided above, the AIFM shall be liable for the following out of pocket expenses incurred when performing its duties, including, but not limited to: (i) expenses in connection with mailing and telephone, except for letters to shareholders; (ii) expenses in connection with business travel and accommodation, except the expenses related to all investor relations activities, GSM and BoN meetings; (iii) expenses in connection with salaries, bonuses and all other remunerations granted by the AIFM (or any associated company who acts as a delegate) to its employees and collaborators; and (iv) all other expenses necessary to the functioning of the AIFM (or any associated company who acts as a delegate). In performing its obligations under the Management Agreement, the AIFM shall not use Soft Dollar Practices (i.e., arrangements under which assets or services, other than execution of securities transactions, are obtained by a fund manager from or through a broker in exchange for the fund manager directing to the respective broker trades concluded on behalf of the undertaking for collective investment managed by that fund manager). All transactions in connection to the portfolio shall be consistent with the principle of best execution.
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49 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Financial statements analysis The condensed interim financial statements for the six-month period ended 30 June 2026, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/2015 with subsequent amendments, are included in full in Annex 1 to this report. The captions in the Statement of Financial Position and Statement of Comprehensive Income presented in this report may differ from the ones included in the condensed interim financial statements due to other regulatory requirements. This section provides an overview of the Fund’s financial position and performance for the six- month period ended 30 June 2026. The analysis presents the main developments during the reporting period, for more details regarding the comparative amounts from previous period, please see the corresponding section in Annex 1 Condensed Interim Financial Statements. The semi-annual report and the condensed interim financial statements for the six-month period ended 30 June 2026 have not been audited or reviewed by the financial auditor of the Fund. Statement of Financial Position RON million 30 Jun 2026 Unaudited 31 Dec 2025 Audited 30 Jun 2026 vs. 31 Dec 2025 (%) Cash and current accounts 0.1 0.1 0.0% Distributions bank accounts 46.0 249.4 -81.6% Deposits with banks 29.4 149.1 -80.3% Government bonds 53.4 - +100.0% Dividends receivable 148.6 - +100.0% Equity investments 2,446.8 2,204.1 +11.0% Other assets 0.6 0.2 >100% Total assets 2,724.9 2,602.9 +4.7% Payable to shareholders 45.8 249.0 -81.6% Other liabilities and provisions 8.1 9.4 -13.8% Total liabilities 53.9 258.4 -79.1% Total equity 2,671.0 2,344.5 +13.9% Total liabilities and equity 2,724.9 2,602.9 +4.7% Source: IFRS financial statements of the Fund The liquid assets of the Fund during H1 2026 included current accounts, term deposits with banks, government bonds and dividends receivable from portfolio companies. All instruments were denominated in RON, with maturities of up to one year. The significant cash outflows are mainly related to dividends paid during the period from the dedicated distribution bank accounts (RON 201.1 million) and the subscription to the share capital increase of CN Administratia Porturilor Maritime SA (RON 56.3 million). The dividends receivable at 30 June 2026 are mostly related to the amounts recorded from CN Aeroporturi Bucuresti SA (RON 116.2 million) and Societatea Nationala a Sarii SA (RON 32.4 million). The net increase in Equity investments of RON 242.7 million during H1 2026 was mainly generated by the valuation update at 30 June 2026 for the top 3 portfolio companies. At 30 June 2026, Payable to shareholders caption comprised the dividends payable to shareholders, out of which the most significant amounts are related to the 29 September 2023 special dividend distribution (RON 39.9 million). The significant decrease during H1 2026 for this
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50 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 caption is mainly related to payments for 29 September 2023 dividend distribution – RON 179.8 million disbursed during the first half of 2026. Other liabilities and provisions caption mainly comprise Q2 2026 fees payable to the Sole Director (RON 6.9 million). Statement of Comprehensive Income RON million 6-month ended 30 June 2026 Unaudited 6-month ended 30 June 2025 Unaudited Net gain/ (loss) from equity investments at fair value through profit or loss 186.3 (7.4) Gross dividend income 149.9 155.4 Interest income 8.0 11.2 Other (expenses) net1 (0.1) (0.1) Net operating income 344.1 159.1 Administration fees recognised in profit or loss (12.9) (9.7) Other operating expenses (6.2) (8.3) Operating expenses (19.1) (18.0) Profit before income tax 325.0 141.1 Income tax expense (0.4) (0.5) Profit for the period 324.6 140.6 Other comprehensive income - - Total comprehensive income for the period 324.6 140.6 Source: IFRS financial statements of the Fund 1. This caption mainly includes the net foreign exchange gain/ (loss), Conpet SA litigation income and other operating income/ (expenses). The operating income mainly comprises the gross dividend income, the changes in fair value of financial instruments at fair value through profit or loss, interest income and the net realised gains/ losses from transactions with financial instruments. The changes in fair value of the equity investments of the Fund are recognised in profit or loss. The operating income is influenced by the performance of the portfolio companies and their decisions on dividend distributions, by the changes in the share price of listed companies as well as by money market performance. Gross dividend income was mainly generated by the amounts recorded from CN Aeroporturi Bucuresti SA (RON 116.2 million) and Societatea Nationala a Sarii SA (RON 32.4 million). The net gain from equity investments at fair value through profit or loss during H1 2026 was mainly generated by the valuation update at 30 June 2026 for the largest unlisted holdings in the Fund’s portfolio, mainly CN Aeroporturi Bucuresti SA (increase in fair value of RON 231.1 million), netted by the fair value decrease in Societatea Nationala a Sarii SA RON (22.9 million) and CN Administratia Porturilor Maritime SA (RON 15.9 million). Interest income in H1 2026 mainly arose from distribution bank accounts held with banks, short term deposits, government bonds and legal interest due from Conpet SA following the finalisation of the dividend related litigation (RON 1.3 million).
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51 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Additional details on the administration fees are presented below: RON million 6-month ended 30 June 2026 Unaudited 6-month ended 30 June 2025 Unaudited Recognised in profit or loss 12.9 9.7 Base fee 12.0 7.5 Distribution fee for dividends - 2.2 Recognised in other comprehensive income - 0.9 Distribution fee for buy-back programmes - 0.9 Total administration fees 12.9 10.6 Source: IFRS financial statements of the Fund The increase in base fee during H1 2026 compared to H1 2025 is mainly due to the higher market capitalisation of the Fund as a result of the increase in FP share price and due to the increase in base fee rate starting with 1 April 2026. The distribution fee is nil in H1 2026 as there were no dividend distributions and no buy-back programmes approved during the reporting period. Other operating expenses The main categories of other operating expenses are detailed in the table below: RON million 6-month ended 30 June 2026 Unaudited 6-month ended 30 June 2025 Unaudited BON remunerations and other related expenses 1.3 1.2 Legal assistance and litigation representation 1.2 1.8 FSA monthly fees 1.1 1.0 GSM organisation 0.6 0.3 Financial auditor’s fees 0.5 0.6 Tax compliance and tax advisory 0.4 0.3 Portfolio valuation services 0.2 0.2 Fund Manager selection expenses 0.1 1.5 Regulatory and compliance expenses 0.1 0.3 PR expenses 0.2 0.2 Other operating expenses 0.5 0.9 Total other operating expenses 6.2 8.3 Source: Condensed interim IFRS financial statements of the Fund Fund Manager selection expenses For the six-month period ended 30 June 2026, the selection related expenses mainly include legal assistance costs in respect of the second selection process.
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52 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Statement of Cashflows RON million 6-month ended 30 June 2026 Unaudited 6-month ended 30 June 2025 Unaudited Cash flows from operating activities Interest received 7.6 11.3 Dividends received (net of withholding tax) 1.3 0.2 Subscriptions to share capital increase of portfolio companies (56.3) - Acquisition of government bonds (52.4) - Sole Director administration fees (11.9) (7.6) Suppliers and other taxes and fees paid (6.7) (7.4) Dividend withholding tax payments performed (1.1) (1.0) Income tax paid (1.1) (1.0) Other payments performed/ amounts received, net (0.7) (0.9) Net cash flows used in operating activities (121.3) (6.4) Cash flows from financing activities Amounts related to distributions for which the statute of limitations has occurred 2.3 6.5 Transfer to distribution accounts (0.5) (116.9) Acquisition cost of treasury shares - (54.2) Net cash flows from/ (used in) financing activities 1.8 (164.6) Net decrease in cash and cash equivalents (119.5) (171.0) Cash and cash equivalents at the beginning of the period 149.0 273.8 Cash and cash equivalents at the end of the period 29.5 102.8 Cash and cash equivalents Cash and current accounts 0.1 0.1 Bank deposits with original maturities of less than three months 29.4 102.7 Cash and cash equivalents at the end of the period 29.5 102.8 Government bonds (original maturity of more than 3 months) 53.4 - Total available liquidity 82.9 102.8 Source: IFRS financial statements of the Fund 1. The cash held in the distributions bank accounts can only be used for payments to shareholders. Such payments are subject to the general statute of limitation, i.e. shareholders may request payments only within a 3-year term starting with the distribution payment date, except for specific instances that are individually assessed. It is the Fund’s assessment that distribution accounts have the nature of an account for dividend payments restricted for operational use (for any other use than payments to shareholders) until the 3-year general statute of limitation expires. As a result, the distribution accounts are not included in cash and cash equivalents for the purpose of cash flow statement presentation. Related party transactions During the reporting period, all the transactions of the Fund with related parties were entered into in the ordinary course of business and under normal market conditions (i.e. at arm’s length and applying the fair value principle). For more details regarding the Fund’s transactions with related parties, please see Annex 1 Condensed Interim Financial Statements.
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53 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Risks and Uncertainties The following section presents details of the main risks and uncertainties that might affect the activity of the Fund and its liquidity during the next six months: Description of risk Mitigating action Market risk Changes in market prices and rates, such as security prices, changes in interest rates or foreign exchange rates will affect the Fund’s income or the value of its holdings. The Fund implements market risk management techniques to manage and control market risk exposures, keeping them within acceptable levels, while optimising returns. The AIFM has an ongoing risk management framework in compliance with requirements of the AIFM Directive. Security price risk and valuation risk Fluctuations in the value of a security instrument as a result of changes in market prices, whether caused by factors specific to the issuer or factors affecting all instruments traded in the market, can negatively affect the Fund’s income or value of its holdings. Securities without a readily available market price, such as the Fund’s unlisted holdings, are exposed to uncertainties coming from the valuation of the securities prices, from factors such as the choice of valuation model, parameter uncertainty and timeliness of parameter estimates. Valuation risk also includes sensitivity to model assumptions and macroeconomic inputs, which are periodically reviewed. Diversification across securities and industries is the primary technique for mitigating equity price risk. All potential investments undergo a thorough due diligence process. Portfolio management reviews the risk/ return profiles of portfolio assets on a regular basis. A detailed pricing policy ensures adequate valuation of the unlisted holdings. Valuations performed by the external service providers are reviewed by Franklin Templeton’s Fair Valuation Committee. Dilution risk Share capital changes in state owned companies where the Fund holds a minority position can result in a reduced valuation, legal action, and loss for the Fund. Dilution risk arising from non-market-based economic inputs can be detrimental to a company’s value. Where it is quantifiable, dilution risk is therefore considered in the companies’ valuations. The portfolio management team, investor relations and legal teams are actively involved in all corporate actions involving the Fund’s holdings. Fundamental analysis, investor communication and legal action are used to solidify the Fund’s position. External legal and third-party counsel is used where beneficial. Sector concentration risk Large portfolio exposure to a specific industry sector or group of companies expose the Fund to concentration risk and can cause overall Fund performance to be negatively affected by the performance of a specific sector. Diversification and concentration limits are set and monitored periodically. The companies in which the Fund holds equity instruments operate in different industries. Regular review is performed assessing sector by sector risk and return contribution.
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54 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Description of risk Mitigating action Corporate governance risk Poorly managed companies in the Fund’s portfolio can negatively affect the Fund’s performance due to missing professional skills and missing experience in the industry the company operates in. The portfolio management team is actively involved with portfolio companies, promoting and enhancing high standards of good corporate governance. People Risk The ability of the Fund to achieve its objectives is dependent upon the expertise of the Fund Manager and its ability to attract and retain suitable staff. This risk is heightened during periods of strategic transition, including changes in AIFM or senior management. Fund management and the Board of Nominees ensure that the principal members of the management team are suitably incentivised, participate in strategic leader programmes and monitor key succession planning metrics. The Board discusses this risk regularly with the Sole Director. Share price discount to NAV risk Shares of the Fund are traded on the Bucharest Stock Exchange. Market participants expectations may cause the shares of the Fund to trade at a premium or discount to the NAV per share of the Fund. Investor returns may be positively or negatively affected by such market factors. The Fund has implemented several measures to reduce the discount to NAV, including an attractive dividend yield, ongoing buy-back programs as well as transparency, disclosure, and proactive investor relation efforts. There is no assurance that such measures will eliminate or materially reduce the discount. A discount objective and related Discount Control Mechanism are part of the Investment Policy Statement. Credit and Counterparty risk There is a risk of financial loss to the Fund if counterparties to financial instruments fail to meet their contractual obligations; it arises principally from cash and deposits with banks, treasury bills, government bonds and other receivables. Cash and short-term money market instruments are diversified across counterparties. An internal Credit Counterparty Committee oversees the selection and approval of authorised counterparties. The committee meets periodically and reviews current exposure, credit limits and ratings for counterparties. The committee has the power to assign a counterparty to a “watch list” or “restricted list” thereby limiting or preventing further trades with it. Liquidity risk The Fund might not be able to meet its financial obligations as they fall due. The Fund’s equity investments include unlisted instruments issued by companies domiciled in Romania, which are not traded on a regulated market and generally may be considered illiquid. As a result, the Fund may not be able to sell certain investments within the time constraints imposed by its own liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of a particular issuer. As a closed end investment fund, liquidity risk of the Fund is less significant than for an open-end fund, as shareholders do not have the option to redeem their holdings. The Fund’s approach to managing liquidity is to ensure that it has sufficient liquid assets to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Fund’s reputation. The Fund’s assets are periodically monitored for their liquidity levels under both normal and stressed market conditions. Operational and cyber risk The Fund might incur direct or indirect loss arising from a wide variety of causes associated with the Fund’s processes, service providers, technology, and infrastructure, and from external factors such as those The Fund’s objective in managing operational risk is to maintain a proper balance between limitation of financial losses and damage to the Fund’s reputation with the overall cost effectiveness, avoiding control procedures that restrict initiative
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55 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Description of risk Mitigating action arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Failure or breach of information technology systems and security may entail risk of financial loss, disruption to operations or damage to the reputation of the Fund. Operational risks arise from all the Fund’s operations. and creativity. The Fund has in place an operational monitoring system, documented through policies and procedures, which ensures escalation and remediation of potential operational issues. The information technology framework is designed to mitigate the risk of a cyber security breach. A dedicated Cyber Security Program aims to monitor, identify, and respond to cyber-attacks and external threats. The operational monitoring system covers all teams involved with the operations of the Fund. Legal and regulatory risk The existence, operation and the initial set-up of the Fund are regulated by local and European regulations. Such regulations may be subject to change or subject of some local interpretations and may directly affect the Fund and its shareholders. This risk is sustained by the legislative history of the past years that reveals a series of laws which have also changed the Fund’s portfolio composition and/or limited portfolio management’s ability to pursue desired investments. Representatives of the Fund consult with external agencies and law firms with the aim to anticipate potential regulatory changes and interpretations and assess their impact on the Fund. In doing so the Fund strives to optimise its operational efficiency under current and upcoming regulations. Franklin Templeton has internal policies promoting compliance with best practices and regulations. Strategic and AIFM transition risk During 25 September 2023 GSM, the shareholders approved that the Board of Nominees should launch a transparent and competitive selection procedure for the appointment of a new AIFM. During 29 September 2025 GSM the shareholders approved the cancellation of the selection process carried out based on the shareholders decision during 25 September 2023 GSM. During the same GSM the shareholders approved the initiation by the BoN of a new, simplified, transparent, and efficient selection process for an AIFM and Sole Director of Fondul Proprietatea, which shall not exceed 150 days. During 26 February 2026 GSM the shareholders approved the appointment of FTIS as Sole Director and AIFM of Fondul Proprietatea for a duration of 1 year starting with 1 April 2026 but not exceeding the date on which a new AIFM is appointed as a result of the finalisation of the selection process. On 27 March 2026 FTIS announced it has accepted the mandate. A new strategy resulting from the selection process may be significantly different compared to the terms and conditions under which FTIS has managed Fondul. The Board of Nominees manages the selection process and issues information to shareholders. All the information made available to FTIS (including questions received from shareholders) is published on Fondul website. On 13 March 2026, the Sole Director of the Fund submitted an expression of interest in the ongoing selection process for the Fund’s AIFM. On 17 March 2026, the NRC of the Fund informed the market that 3 fund managers submitted letters of intent in the selection process, including FTIS, with next steps to be announced in the coming period. Potential transition planning, documentation handover, and continued application of existing risk management frameworks mitigate potential disruption during any change of AIFM. Additional information regarding the selection process for a new AIFM after the end of the reporting period is available in Subsequent events section. Source: Fondul Proprietatea
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56 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Subsequent Events Shareholders resolutions during 23 July 2026 GSM A summary of the main items on the GSM agenda together with main shareholders resolutions during the GSM held on 23 July 2026 is included below, while the full GSM documentation is published in the dedicated section of the Fund’s website Investor Relations – GSM Information. • EGM Item 1: 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 the Fund during 2025 in Buy- back programme no. 16. Item 1 was approved by shareholders – EGM Resolution no. 7/ 23 July 2026. • OGM Item 1: The approval of the value of gross dividend of RON 0.0453 per share from the 2025 financial year audited profit, in accordance with the supporting materials. (Item added on the agenda at the request of a shareholders’ group holding more than 5% of the share capital) Item 1 was not approved by shareholders. • OGM Item 2: The approval of (i) the amended template mandate agreement for the BoN members, in order to reflect the possibility for BoN members to waive their remuneration, if they expressly elect to do so, while maintaining equal liability for all BoN members and (ii) the corresponding addenda to be executed by the current BoN members Item 2 was approved by shareholders - OGM Resolution no. 17/ 23 July 2026. • OGM Item 3: Immediate revocation of Mr. Andrei-Octav Moise from the position as member of the BoN (Item added on the agenda at the request of Equinox nepremičnine d.d., Intus Invest d.o.o., Axor Holding d.d. and Matej Rigelnik, a shareholders’ group holding more than 5% of the share capital, dated 26 June 2026) Item 3 was not approved by shareholders. • OGM Item 4: Immediate revocation of Mr. Lucian Danilescu from the position as member of the BoN (Item added on the agenda at the request of Equinox nepremičnine d.d., Intus Invest d.o.o., Axor Holding d.d. and Matej Rigelnik, a shareholders’ group holding more than 5% of the share capital, dated 29 June 2026) Item 4 was not approved by shareholders. • OGM Item 5: Approval of the reopening of the period for submitting letters of intent within the selection process for the AIFM and the sole director of Fondul Proprietatea, initiated pursuant to OGMS Resolution no. 19/29 September 2025, after the elaboration of a selection methodology, establishment of a new deadline for submitting candidacies, in order to ensure a competitive, transparent and non-discriminatory selection process. (New item added on the agenda at the request of the shareholder Ministry of Finance dated 29 June 2026) Item 5 was approved by shareholders - OGM Resolution no. 18/ 23 July 2026.
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57 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 • OGM Item 6: Approval of mandating the BoN to carry out all necessary steps for the reopening of the registration procedure, including the publication of the related notice, setting the procedural timetable, receiving and evaluating all submitted candidacies, both those already registered and those submitted within the new deadline, followed by the submission of the result of the process to the GSM for approval. (New item added on the agenda at the request of the shareholder Ministry of Finance dated 29 June 2026) Item 6 was approved by shareholders - OGM Resolution no. 19/ 23 July 2026. • OGM Items 7 to 10: Considering that Item 5 of the OGM agenda was approved by the OGM, items 7 to 10 of the OGM agenda were not submitted to vote / the votes cast in advance in respect of items 7 to 10 were not validated. • OGM Item 11: Approval of the ratification of all acts performed by the BoN up to the date of this resolution, pursuant to the OGM Resolution no. 19 / 29 September 2025, for or in connection with the conduct of this process, including but not limited to any contract entered into for the purposes of the selection process. (New item added on the agenda by the Sole Director on 29 June 2026, as requested by the BoN) Item 11 was approved by shareholders - OGM Resolution no. 20/ 23 July 2026. Information regarding the dividends from portfolio companies On 9 July the Fund collected the dividend receivable from Societatea Nationala a Sarii SA in amount of RON 32.4 million. On 27 July 2026 the Fund collected the dividend receivable from CN Aeroporturi Bucuresti SA in amount of RON 116.2 million. On 5 August 2026 the OGM of CN Administratia Porturilor Maritime SA approved an annual dividend in amount of RON 26.3 million out of which the Fund is entitled to RON 5.3 million (collected on 12 August 2026) and a special dividend from the company’s reserves in amount of RON 105.2 million out of which the Fund is entitled RON 21.0 million (expected to be collected by the end of September 2026), corresponding to the Fund’s 20% shareholding in the company’s share capital. Reopening of the selection process for the AIFM and Sole Director of the Fund by the Board of Nominees On 27 July 2026 the Board of Nominees announced the formal reopening the selection process for the appointment of an AIFM and Sole Director, to additional potential candidates, in addition to the entities which have already submitted their letters of interest up until 15 March 2026. The announcement specified that the request for proposals together with the procedural details and instructions will be communicated the earliest on 3 August 2026, to the eligible candidates who have submitted the letter of intent/ expression of interest to participate in the selection process. All asset managers that meet the eligibility conditions and selection criteria mentioned in the announcement, with the exception of those ones who have already transmitted such document, were invited to submit a letter of intent/ expression of interest to participate in the selection process no later than 7 August 2026.
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58 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 On 10 August 2026 the BoN announced that no new letter of intent/ expression of interest to participate in the selection process had been received, in addition to those previously submitted by the following three fund managers: • Franklin Templeton International Services S.à r.l. • INVL Asset Management UAB, together with its local partner Impetum Management S.R.L. • SAI Muntenia Invest S.A. The eligible candidates’ detailed proposals, in line with the request for proposal and the details and instructions communicated, had to be received not later than 12 August 2026. On 12 August 2026 Franklin Templeton International Services S.À R.L. submitted a detailed proposal for a 4-year mandate in the selection process for the AIFM and sole Director of the Fund. On 13 August 2026 the BoN announced that by the deadline of 12 August 2026, at 5:00 PM (Romania time), 3 detailed proposals/ offers had been submitted, namely by the following candidates: • Franklin Templeton International Services S.à r.l. • INVL Asset Management UAB • SAI Muntenia Invest S.A. With respect to INVL Asset Management UAB, the BoN noted that the detailed proposal/ offer was submitted exclusively by INVL Asset Management UAB. The full announcements mentioned above as well as any further announcements on this topic are available on the Fund’s website, section Press Center - News. Convening the 29/30 September 2026 GSM On 31 July 2026 the Sole Director of the Fund received from Lion Capital SA, a shareholder holding 11.274% of the Fund’s share capital, a request to convene the OGM for approving of a gross dividend distribution of RON 0.046 per share. The final form of the convening notice, including the items received from shareholders and the items added by the Sole Director, was published on 13 August 2026. A summary of the main items on the GSM agenda is included below, while the full GSM documentation is published in the dedicated section of the Fund’s website Investor Relations – GSM Information. • EGM Item 1: The approval of the amendments to the Fund’s Constitutive Act: amending Article 15 paragraph (1) and adding at Article 18 new a paragraph (2^1) in respect of the situation where a BoN members waive their remuneration. • EGM Item 2: The approval of the decrease of the legal reserve of the Fund by RON 26,218,123.05 from RON 332,881,589.66 to RON 306,663,466.61, representing 20.00% of the Fund’s share capital after the implementation and effectiveness of the share capital decrease related to the cancellation of shares acquired within Buy-back programme no. 16. Following the decrease, the corresponding amount will be transferred to retained earnings and will remain available for future use by shareholders. • OGM Item 1: The approval of: (i) the appointment of a new AIFM that will act also as the Sole Director of the Fund for a mandate of 4 years starting with 1 April 2027 (provided that all the related legal requirements are finalized by 31 March 2027) and until 1 April 2031, from the three candidates of the selection process, respectively, Franklin Templeton International Services S.à r.l., INVL Asset Management UAB and SAI Muntenia Invest S.A., as well as any other potential candidates, in accordance with Article 19 paragraph (3) of the Constitutive Act (if the case); and (ii) the corresponding management agreement, in the form set out in the supporting documentation, or respectively the approval of the empowerment of the BoN to negotiate the
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59 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 management agreement with the appointed candidate resulting from qualifying candidate proposals received from any shareholder of the Fund. The BoN will provide the detailed comparative report on the first 3 offers resulting from the selection process until 28 August 2026, 5:00 PM (Romanian time). Note: This item was included on the agenda by the Sole Director at the request of the BoN considering the ongoing selection process and in accordance with Article 19 paragraph (3) of the Fund's Constitutive Act. • OGM Item 2: Subject to and conditional upon Item 1 above not being approved by the OGM, the approval of (i) the extension of the mandate of FTIS as the Sole Director and AIFM of the Fund, for a period of 1 year starting with 1 April 2027 and until 1 April 2028 and (ii) the corresponding extension of the terms of the management agreement executed between the Fund and FTIS on 26 March 2026 until 1 April 2028 (with the corresponding amendments to the provisions linked to the duration of the management agreement), in accordance with the Addendum to the management agreement in the form set out in the supporting documentation (the “Addendum”), with all the other provisions of the Management Agreement remaining unchanged. The extended mandate and the corresponding Addendum will enter into force only to the extent that by 31 March 2027 (a) the OGM does not appoint a new AIFM and Sole Director, pursuant to the selection process or pursuant to receiving qualifying candidate proposals from any shareholder of Fondul Proprietatea or (b) such appointment does not enter into force by 31 March 2027. Note: This item was included on the agenda by the Sole Director in accordance with Article 19 paragraph (3) of the Fund's Constitutive Act. • OGM Item 3: The approval of the distribution of a gross dividend of RON 0.046 per share to all shareholders of the Fund entitled to receive such dividend in accordance with applicable law. (Item added on the agenda at the request of the shareholder Lion Capital SA, which holds more than 5% of the Fund’s share capital and supported by the Sole Director). • OGM Item 4: The approval of the additional fees to be paid to Ernst & Young Assurance Services SRL, as the Fund’s financial auditor, for the audit of the financial statements of the Fund for the financial year ended 31 December 2025, amounting to EUR 9,000 (before VAT). Signatures: 14 August 2026 Prepared by Daniel Naftali Catalin Cadaru Permanent Representative Fund Administration and Oversight Senior Manager Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director and Alternative Investment Fund Manager of Fondul Proprietatea SA
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60 fondulproprietatea.ro Semi-Annual Report for the six-month period ended 30 June 2026 Contact Address: 76-80 Buzesti Street, 7th floor, District 1, postal code 011017, Bucharest, Romania. Web: www.fondulproprietatea.ro E-mail: office@fondulproprietatea.ro investor.relations@fondulproprietatea.ro Telephone: +40 21 200 9600 Fax: +40 21 200 9631/32 +40 31 630 00 48
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FONDUL PROPRIETATEA SA Condensed interim financial statements for the six-month period ended 30 June 2026 Annex 1 FONDUL PROPRIETATEA SA CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 June 2026 Prepared in accordance with IAS 34 Interim Financial Reporting and applying the Financial Supervisory Authority (“FSA”) Norm no. 39/ 28 December 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector, as well as to the Investor Compensation Fund (“FSA Norm 39/2015”)
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FONDUL PROPRIETATEA SA Condensed interim financial statements for the six-month period ended 30 June 2026 Contents Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Statement of Changes in Shareholders’ Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 3 Statement of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 5 Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 6
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FONDUL PROPRIETATEA SA STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 1 Note Period ended 30 June 2026 Period ended 30 June 2025 Net gain/(loss) from equity investments at fair value through profit or loss 5 186,275,395 (7,386,821) Gross dividend income 6 149,867,691 155,377,892 Interest income 7 7,988,708 11,244,434 Other expenses, net (34,833) (55,073) Net operating income 344,096,961 159,180,432 Operating expenses 8 (19,147,015) (18,043,012) Profit before income tax 324,949,946 141,137,420 Income tax 9 (379,811) (496,086) Profit for the period 324,570,135 140,641,334 Other comprehensive income - - Total comprehensive income for the period 324,570,135 140,641,334 Basic and diluted earnings per share 11 0.1101 0.0447 These condensed interim financial statements were authorised for issue on 14 August 2026 by: Franklin Templeton International Services S.à r.l. Luxembourg, in its capacity of Alternative Investment Fund Manager and Sole Director of Fondul Proprietatea SA Daniel Naftali Permanent Representative Prepared by: Catalin Cadaru Fund Administration and Oversight Senior Manager The notes on pages 6 to 36 are an integral part of these condensed interim financial statements.
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FONDUL PROPRIETATEA SA STATEMENT OF FINANCIAL POSITION AS AT 30 June 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 2 Note 30 June 2026 31 December 2025 Assets Cash and current accounts 12 49,507 101,099 Distributions bank accounts 12 45,957,279 249,404,301 Deposits with banks 12 29,405,534 149,105,050 Dividends receivable 13 148,550,708 Government bonds 14 53,381,216 - Equity investments 15 2,446,816,402 2,204,089,720 Other assets 675,665 226,055 Total assets 2,724,836,311 2,602,926,225 Liabilities Payable to shareholders 16 (a) 45,811,837 248,971,672 Other liabilities and provisions 16 (b) 8,037,718 9,492,947 Total liabilities 53,849,555 258,464,619 Equity Paid share capital 17 (a) 1,664,407,948 1,664,407,948 Other reserves 17 (b) 332,881,590 332,881,590 Treasury shares 17 (c) (121,158,293) (121,158,293) Retained earnings 794,855,511 468,330,361 Total equity 2,670,986,756 2,344,461,606 Total liabilities and equity 2,724,836,311 2,602,926,225 The notes on pages 6 to 36 are an integral part of these condensed interim financial statements.
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FONDUL PROPRIETATEA SA STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 3 Share capital Legal Reserves Losses from cancellation of treasury shares (negative equity reserves Other reserves Treasury shares Retained earnings Total attributable to the equity holders of the Fund Balance as at 1 January 2026 1,664,407,948 332,881,590 (38,353,766) 38,353,766 (121,158,293) 468,330,361 2,344,461,606 Profit for the period - - - - - 324,570,135 324,570,135 Total comprehensive income - - - - - 324,570,135 324,570,135 Transactions with owners, recorded directly in equity Other reserves used to cover negative reserves generated by cancelation of treasury shares 38,353,766 (38,353,766) - Distributions for which the statute of limitation occurred 2,053,587 2,053,587 Corporate income tax recorded directly to equity as per IAS 12 requirements (98,572) (98,572) Total transactions with owners recorded directly in equity - - 38,353,766 (38,353,766) - 1,955,015 1,955,015 Balance as at 30 June 2026 1,664,407,948 332,881,590 - - (121,158,293) 794,855,511 2,670,986,756 The notes on pages 6 to 36 are an integral part of these condensed interim financial statements
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FONDUL PROPRIETATEA SA STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 4 Share capital Legal Reserves Losses from cancellation of treasury shares (negative equity reserves Other reserves Treasury shares Retained earnings Total attributable to the equity holders of the Fund Balance as at 1 January 2025 1,849,342,164 369,868,433 (774,756,258) - (223,287,982) 940,950,363 2,162,116,720 Profit for the period - - - - - 140,641,334 140,641,334 Total comprehensive income - - - - - 140,641,334 140,641,334 Transactions with owners, recorded directly in equity Dividends declared (126,888,404) (126,888,404) Acquisition of treasury shares - - - - (56,352,094) (56,352,094) Other reserves set up to cover negative reserves balance generated by cancelation of treasury shares - - - 1,366,923 - (1,366,923) - Coverage of negative reserves balance generated by cancelation of treasury shares from retained earnings - - 774,756,258 - - (774,756,258) - Distributions for which the statute of limitation occurred - - - - - 6,405,768 6,405,768 Corporate income tax recorded directly to equity as per IAS 12 requirements - - - - - (307,477) (307,477) Total transactions with owners recorded directly in equity - - 774,756,258 1,366,923 (56,352,094) (896,913,296) (177,142,208) Balance as at 30 June 2025 1,849,342,164 369,868,433 - 1,366,923 (279,640,077) 184,678,403 2,125,615,846 The notes on pages 6 to 36 are an integral part of these condensed interim financial statements.
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FONDUL PROPRIETATEA SA STATEMENT OF CASH FLOWS FOR THE SIX-MONTH PERIOD ENDED 30 June 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 5 Period ended 30 June 2026 Period ended 30 June 2025 Cash flows from operating activities Interest collected 7,608,846 11,272,751 Dividends received (net of withholding tax) 1,316,983 189,450 Subscriptions to share capital increase of portfolio companies (56,325,100) - Acquisition of government bonds (52,392,882) - Sole Director administration fees (11,928,838) (7,559,618) Suppliers and service providers (6,668,533) (7,446,965) Income tax paid (1,130,081) (1,020,827) Dividend withholding tax (1,068,894) (976,508) Other (payments performed), net (710,788) (865,039) Net cash flows (used) in operating activities (121,299,288) (6,406,756) Cash flows from financing activities Transfers from distribution accounts (statute of limitations declared) 2,285,538 6,492,517 Transfer to distribution accounts (526,944) (116,850,602) Dividends transferred corresponding to shareholders having specific legal status - (6,405) Acquisition cost of treasury shares - (54,217,779) Net cash flows from/(used) in financing activities 1,758,594 (164,582,269) Net (decrease) in cash and cash equivalents (119,540,693) (170,989,024) Cash and cash equivalents at the beginning of the period 148,979,433 273,762,977 Cash and cash equivalents at the end of the period as per the Statement of Cash Flows 29,438,740 102,773,953 30 June 2026 31 December 2025 Cash and current accounts (see Note 12) 49,507 101,099 Bank deposits with original maturities of less than three months (see Note 12) 29,389,233 148,878,334 Cash and cash equivalent as per Statement of Financial Position 29,438,740 148,979,433 Interest accrued on bank deposits (see Note 12) 16,301 226,716 Government bonds (see Note 14) 50,037,654 - Interest accrued on Government bonds (see Note 14) 3,343,562 - Total available liquidity 82,836,257 149,206,149 Interest accrued on distribution accounts (see Note 12) 146,570 721,472 Distributions bank accounts (see Note 12) 45,810,709 248,682,829 Total cash and current accounts, distribution accounts, deposits with banks, government bonds as per Statement of Financial Position 128,793,536 398,610,450 The notes on pages 6 to 36 are an integral part of these condensed interim financial statements.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 6 1. General information Fondul Proprietatea SA (referred to as “Fondul Proprietatea” or “the Fund”) was incorporated as a joint stock company, undertaking for collective investment, in the form of a closed end investment company, based on Law no. 247/2005 on the reform in the field of property and justice and other adjacent measures, as subsequently amended (“Law 247/2005”) and registered in Bucharest on 28 December 2005. The address of the Fund’s registered office is 76 - 80, Buzesti Street, 7th Floor, District 1, Bucharest. Starting 1 April 2016, Fondul Proprietatea is an alternative investment fund as defined by the Directive 2011/61/EU (“Alternative Investment Fund Managers Directive”) and by the Romanian legislation. On 28 January 2022, the Financial Supervisory Authority authorized Fondul Proprietatea as a closed-end Alternative Investment Fund intended to retail investors, with BRD Groupe Société Générale as depositary. The Fund undertakes its activities in accordance with Law 24/2017 on issuers of financial instruments and market operations, Law 74/2015 regarding Alternative Investment Fund Managers, Law 247/2005, Law 297/2004 regarding the capital market, as subsequently amended, Law 243/2019 regulating the alternative investment funds and amending and supplementing certain normative acts and Companies Law 31/1990 republished as subsequently amended and it is an entity authorised, regulated and supervised by the FSA, as an issuer. In accordance with its Constitutive Act, the main activity of the Fund is the management and administration of its portfolio The Fund was initially established to allow the payment in shares equivalent of the compensation due in respect of abusive expropriations undertaken by the Romanian State during the communist period, when properties were not returned in kind. Beginning with 15 March 2013, the compensation process was suspended and starting January 2015, the Romanian State decided to use a different compensation scheme that no longer involves the payment in Fondul Proprietatea shares equivalent. Starting with 1 April 2016 the Fund is managed by Franklin Templeton International Services S.à r.l. (“FTIS”) as its Sole Director and Alternative Investment Fund Manager (“AIFM”) under the Alternative Investment Fund Managers Directive and local implementation regulations. Since 25 January 2011, Fondul Proprietatea has been a listed company on the spot regulated market managed by the Bucharest Stock Exchange in Tier I Shares of the Equity Sector of the market, under ISIN number ROFPTAACNOR5 with the market symbol “FP”. Between 29 April 2015 and 25 April 2025, the Fund’s Global Depositary Receipts (“GDR”) have been listed on the London Stock Exchange (“LSE”) – Specialist Fund Market, under ISIN number US34460G1067, with the market symbol “FP.”. During the GSM held on 2 December 2024, the shareholders approved the delisting of the GDR issued by The Bank of New York Mellon and admitted to trading on the Specialist Fund Market of the London Stock Exchange. Following the completion of all required regulatory steps, on 25 April 2025 the admission to trading on the LSE of the Fund’s GDRs was cancelled. Fund Management During the September 2023 GSM, the shareholders of the Fund approved the Sole Director’s mandate renewal for a period of 1 year, starting on 1 April 2024 and ending on 31 March 2025. The related contractual terms along with the execution of the Management Agreement were approved by the Fund’s shareholders during the 26 March 2024 OGSM. During the 27 September 2024 GSM, the Fund’s shareholders approved the extension of FTIS mandate for one additional year, up to 31 March 2026, under the same terms and conditions. This extension was conditioned by the fact that by 31 March 2025, the shareholders (i) have not appointed a new AIFM and (ii) such appointment has not entered into force by the respective date, both of which had not occurred in the established timeline.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 7 1. General information (continued) Fund Management (continued) During the 26 February GSM the shareholders approved a new FTIS mandate for a duration of one year starting from 1 April 2026 until 1 April 2027, but not exceeding the date on which a new AIFM is appointed as a result of the finalisation of the selection process for the appointment of a new alternative investment fund manager. On 27 March 2026 FTIS as Sole Director and AIFM of the Fund informed shareholders and investors that it has accepted the mandate. First selection process - as per 25 September 2023 GSM During the September 2023 GSM, the shareholders approved that the Board of Nominees should launch a transparent and competitive selection process for the appointment of a new director based on investment expertise and experience for a mandate not exceeding four years from 1 April 2024, in accordance with the legal provisions in force. The shareholders also approved that the Board of Nominees is empowered to establish new terms and conditions for the evaluation and remuneration of the manager of the Fund corresponding to the new objectives, in line with international best practices and present them for approval by the GSM. During the 29 September 2025 GSM, the Fund’s shareholders approved the cancellation of the current alternative investment fund manager and sole director selection process and approved the initiation by the Board of Nominees of a new, simplified, transparent, and efficient selection process for an alternative investment fund manager and sole director of Fondul Proprietatea, selection process which shall not exceed 150 days, with associated costs limited to a maximum of 1,500,000 lei. For more information regarding the previous selection process, please see previous periods annual, semi-annual and quarterly reports as well as the Fund’s website. Second selection process - as per 29 September 2025 GSM During the 29 September 2025 GSM, the Board members were mandated by the shareholders to perform the new selection. On 23 January 2026 the Fund received from the Board of Nominees of the Fund, a request to publish the announcement regarding the launch of the selection process for the Alternative Investment Fund Manager and sole director of Fondul Proprietatea. On 12 March 2026, the Fund announced that all interested AIFM’s that want to participate in the new selection process would have until 15 March 2026 to submit letters of intent to the Board of Nominees. On 17 March 2026 the Nomination and Remuneration Committee of the Fund informed the market regarding the results of the first stage of the selection process - by the deadline of 15 March 2026, three fund managers submitted letters of intent, one of which being FTIS. On 29 May 2026, it received, from a group of shareholders who claim to jointly hold more than 5% of the Fund’s share capital, a request to convene the GSM of Fondul Proprietatea with the only point on the agenda being the approval of a RON 0.0453 per share dividend from the 2025 financial year audited profit. As such, the Fund convened a GSM for 23/24 July having, among others, the above-mentioned point on the agenda as well as the reduction of share capital through the cancellation of the treasury shares in balance acquired through the 16 th buy-back programme performed during 2025. On 29 June 2026, the Fund Manager received a request from The Minister of Finance to supplement the 23/24 July 2026 GSM agenda, adding, among others, a point regarding the approval of the reopening of the period for submitting letters of intent within the selection process for the manager of AIFM and the sole director of Fondul Proprietatea, initiated pursuant to OGMS Resolution no. 19/29 September 2025, after the elaboration of a selection methodology, as well as the establishment of a new deadline for submitting candidacies, in order to ensure a competitive, transparent and non-discriminatory selection process.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 8 1. General information (continued) Second selection process - as per 29 September 2025 GSM (continued) On 29 June 2026, the Fund Manager received a request from BoN to supplement the 23/24 July 2026 GSM agenda, adding, among others, a point regarding the approval of the continuation by the Board of Nominees of the selection process of the Alternative Investment Fund Manager (AIFM) and sole director of Fondul Proprietatea (initiated in accordance with the OGMS Resolution no. 19 / 29 September 2025), with the candidates that expressed their interest based on the three letters of intent received by the deadline of 15 March 2026. Regarding the result of the selection process, the BoN request contained a point related to the approval of the term for the presentation, by the Board of Nominees, of the results of the selection, in the form of the detailed comparative report provided under the OGMS Resolution no. 10 / 29 September 2025, at the General Meeting of Shareholders, no later than 6 months before the completion of the term of office of the incumbent director. The other parameters previously approved by the OGMS Resolutions no. 13 / 27 September 2024 and 19 / 29 September 2025, including the eligibility and selection criteria, remain unchanged. The Fund published on 3 July 2026, an updated convening notice for the 23/24 July GSM containing the points mentioned above. Please see Note 20 Subsequent events for information regarding the points approved by the shareholders during the 23 July GSM as well as regarding the 29/30 September GSM convening notice in relation to the AIFM selection process. These condensed interim financial statements for the six-month period ended 30 June 2026 are not audited. 2. Basis of preparation (a) Statement of compliance These condensed interim financial statements for the six-month period ended 30 June 2026 have been prepared in accordance with IAS 34 Interim financial reporting and applying the FSA Norm 39/2015. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2025, prepared in accordance with IFRS. These condensed interim financial statements are available starting with 14 August 2026, on the Fund’s official webpage, www.fondulproprietatea.ro and at the Fund’s registered office. The Fund is an investment entity and does not consolidate its subsidiaries as it applies IFRS 10, IFRS 12 and IAS 27 (Investment Entities). In consequence, the Fund does not prepare consolidated financial statements, the separate financial statements being the Fund’s only financial statements. The Fund has reassessed the criteria for being an investment entity for the six-month period ended 30 June 2026 and determined that it continues to meet them. In determining whether the Fund meets the criteria from the definition of an investment entity, the management considered the investments portfolio structure and the Fund’s investment objective. Aspects considered in making this judgement were the fact that the Fund has more than one investment, more investors, neither of which are related parties to the Fund and the ownership interests from its portfolio are in the form of equity. The Fund’s investment objective is a typical one for an investment entity, respectively the maximization of returns to shareholders and the increase of the net asset value per share via investments in Romanian equities and equity-linked securities. The Fund’s management analysis considered also other relevant factors, including the fact that substantially all Fund investments are accounted for using the fair value model, the Fund has a set exit strategy for its equity positions through initial public offerings and/or private placements.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 9 2. Basis of preparation (continued) (b) Going concern The Fund’s Sole Director has at the authorization date of these financial statements, a reasonable expectation that the Fund has adequate resources to meet all its obligations as and when they fall due and continue in operational existence for the foreseeable future. Thus, it continues to adopt the going concern basis of accounting in preparing the financial statements. According to the Fund’s Constitutive Act, the duration of Fondul Proprietatea is until 31 December 2031 and it may be extended by the extraordinary general meeting of shareholders, with additional periods of 5 years. While assessing the appropriateness of the going concern basis, the Sole Director has analysed all relevant events, factors and conditions related to the Fund’s ability to continue as a going concern. These events, factors and conditions include but are not limited to: • the portfolio structure/composition at the end of the reporting period and expected developments/events for a period of at least 12 months (including potential listings, dividends receivable). • ongoing litigations and subsequent potential scenarios/ actions, including the ones related to the share capital increase of CN Aeroporturi Bucuresti SA • the new management agreement approved during the 26 February 2026 GSM including the new base and distribution fee estimated costs. • The 2026 Annual Budget as approved during the 28 May 2026 GSM. • cash management policies and procedures implemented and related cash flow projections up to one year give a reasonable expectation that all the Fund’s obligations will be met in the regular course of business. • envisaged distributions to shareholders. • other shareholders decisions during the period (including rejection of 2026 buy-back programme). In addition, the Sole Director has considered the events and approvals during the reporting period related to the selection process, as described above. Based on the information made available to the Sole Director, the selection process does not impact the going concern assessment at 30 June 2026. This will be reassessed once the new strategy of the Fund will be approved by the shareholders. The Sole Director has concluded that the Fund is operating under normal circumstances relevant for a closed end fund, and there are no significant developments impacting the going concern assessment compared to the previous audited financial statements. (b) Basis of measurement These condensed interim financial statements have been prepared on a fair value basis for the main part of the Fund’s assets (equity investments), and on the historical cost or amortised cost basis for the rest of the items included in the financial statements. (c) Functional and presentation currency These condensed interim financial statements are prepared and presented in Romanian Lei (RON), which is the Fund’s functional and presentation currency. All financial information presented in RON has been rounded to the nearest unit.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 10 2. Basis of preparation (continued) (d) Foreign currency Transactions in foreign currency are translated into the functional currency of the Fund at the exchange rate valid at the date of the transactions. Monetary assets and liabilities denominated in foreign currency at the reporting date are translated into the functional currency at the exchange rate valid at that date. Non-monetary assets and liabilities denominated in foreign currency that are measured at fair value are translated into the functional currency at the exchange rate valid at the date of the transaction and are not subsequently remeasured. The exchange rates of the main foreign currencies, published by the National Bank of Romania at 30 June 2026 were as follows: 5.2438 RON/EUR, 4.6010 RON/USD and 6.0897 RON/GBP (30 June 2025: 5.0777 RON/EUR, 4.3329 RON/USD and 5.9329 RON/GBP). (e) Use of estimates The preparation of these condensed interim financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Information and critical judgements in applying accounting policies with significant areas of estimation uncertainty that have the most significant impact on the amounts recognized in these condensed interim financial statements are included in the following notes: • Note 4 – Financial assets and financial liabilities. • Note 9 – Income tax. • Note 10 – Deferred tax. • Note 15 – Equity investments. • Note 18 – Contingencies. The Fund uses measurement techniques to develop accounting estimates about the valuation of its holdings and other relevant assets and liabilities. It does so to measure these items at monetary amounts that cannot be observed directly and must instead be estimated 3. Material accounting policies The material accounting policies applied in these condensed interim financial statements are the same as those applied in the Fund’s financial statements for the year ended 31 December 2025 and have been applied consistently to all periods presented in these condensed interim financial statements.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 11 4. Financial assets and financial liabilities Accounting classifications and fair values The table below presents the carrying amounts and fair values of the Fund’s financial assets and financial liabilities: 30 June 2026 Other financial assets at amortised cost Fair value through profit or loss Other financial liabilities at amortised cost Total carrying amount Fair value Cash and current accounts 49,507 - - 49,507 49,507 Distributions bank accounts 45,957,279 - - 45,957,279 45,957,279 Deposits with banks 29,405,534 - - 29,405,534 29,405,534 Dividends receivable 148,550,708 - - 148,550,708 148,550,708 Government bonds - 53,381,216 - 53,381,216 53,381,216 Equity investments - 2,446,816,402 - 2,446,816,402 2,446,816,402 Other financial assets 231,151 - - 231,151 231,151 Other financial liabilities - - (7,426,008) (7,426,008) (7,426,008) Payable to shareholders - - (45,811,837) (45,811,837) (45,811,837) Total 224,194,179 2,500,197,618 (53,237,845) 2,671,153,952 2,671,153,952 31 December 2025 Other financial assets at amortised cost Fair value through profit or loss Other financial liabilities at amortised cost Total carrying amount Fair value Cash and current accounts 101,099 - - 101,099 101,099 Distributions bank accounts 249,404,301 - - 249,404,301 249,404,301 Deposits with banks 149,105,050 - - 149,105,050 149,105,050 Equity investments - 2,204,089,720 - 2,204,089,720 2,204,089,720 Other financial assets 12,134 - - 12,134 12,134 Other financial liabilities - - (7,210,619) (7,210,619) (7,210,619) Payable to shareholders - - (248,971,672) (248,971,672) (248,971,672) Total 398,622,584 2,204,089,720 (256,182,291) 2,346,530,013 2,346,530,013 Fair value hierarchy The Fund classifies the fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurement, the levels of the fair value hierarchy being defined as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the Fund can access at the measurement date. • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 12 4. Financial assets and financial liabilities (continued) Fair value hierarchy (continued) • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). For the financial investments classified as Level 1, the Fund had adequate information available with respect to active markets, with sufficient trading volume, for obtaining accurate prices. The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties, to the extent that the Fund believes that a third-party market participant would consider these factors in pricing a transaction. If a fair value measurement uses observable inputs that require significant adjustments based on unobservable inputs, that financial instrument is classified on Level 3. Assessing the significance of an input to the fair value measurement in its entirety requires significant judgment, considering factors specific to the asset. The Fund considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market. The table below presents the fair value amount and hierarchy of financial instruments carried at amortised cost as of 30 June 2026 and as of 31 December 2025: 30 June 2026 Amortised cost Level 1 Level 2 Level 3 Total Cash and current accounts 49,507 49,507 - - 49,507 Distributions bank accounts 45,957,279 45,957,279 - - 45,957,279 Deposits with banks 29,405,534 29,405,534 - - 29,405,534 Dividends receivable 148,550,708 148,550,708 - - 148,550,708 Other financial assets 231,151 231,151 231,151 Other financial liabilities (7,426,008) - - (7,426,008) (7,426,008) Payable to shareholders (45,811,837) - - (45,811,837) (45,811,837) Total 170,956,334 223,963,028 - (53,006,694) 170,956,334 31 December 2025 Amortised cost Level 1 Level 2 Level 3 Total Cash and current accounts 101,099 101,099 - - 101,099 Distributions bank accounts 249,404,301 249,404,301 - - 249,404,301 Deposits with banks 149,105,050 149,105,050 - - 149,105,050 Other financial assets 12,134 - - 12,134 12,134 Other financial liabilities (7,210,619) - - (7,210,619) (7,210,619) Payable to shareholders (248,971,672) - - (248,971,672) (248,971,672) Total 142,440,293 398,610,450 - (256,170,157) 142,440,293
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 13 4. Financial assets and financial liabilities (continued) Fair value hierarchy (continued) Considering the nature of the amounts (very short maturities and immaterial counterparty credit risk) the carrying amounts approximate the fair value of the instruments presented above. The table below presents the classification of the financial instruments carried at fair value by fair value hierarchy level, based on the inputs used in making the measurement: 30 June 2026 Level 1 Level 2 Level 3 Total Equity investments: 103,131,870 - 2,343,684,531 2,446,816,402 Infrastructure - - 2,034,469,288 2,034,469,288 Salt Mining - - 237,000,004 237,000,004 Aluminium 103,131,870 - - 103,131,870 Postal services - - 26,097,293 26,097,293 Heavy industry - - 31,234,200 31,234,200 Others - - 14,883,746 14,883,746 Government bonds 53,381,216 - - 53,381,216 Total 156,513,086 - 2,343,684,531 2,500,197,617 31 December 2025 Level 1 Level 2 Level 3 Total Equity investments: 108,962,647 - 2,095,127,072 2,204,089,720 Infrastructure - - 1,762,909,536 1,762,909,536 Salt Mining - - 259,900,029 259,900,029 Aluminium 108,962,647 - - 108,962,647 Heavy industry - - 31,234,200 31,234,200 Postal services - - 26,097,293 26,097,293 Others - - 14,986,015 14,986,015 Total 108,962,647 - 2,095,127,072 2,204,089,720 Valuation process and methodology The Fund has an established control framework with respect to the measurement of fair values. This framework includes a valuation department and a valuation committee, both independent of portfolio management which have overall responsibility for fair value measurements . The Fund’s Sole Director believes that the fair values of the equity investments presented in these financial statements represent the best estimates based on available information and under the current conditions. The valuations are based on prevailing market, economic and other conditions at the valuation date and correspond with the current context in the global financial markets. To the extent possible, these conditions were reflected in the valuation. However, the factors driving these conditions can change over relatively short periods of time. The impact of any subsequent changes in these conditions on the global economy and financial markets generally, and on the Fund’s portfolio holdings specifically, could impact the estimated fair values in the future, either positively or negatively. The achievement of the forecasts included in the valuation reports critically depends on the assumptions used, on the specific developments of the portfolio companies’ business, on government legislation and, in case of electricity sector, on the decisions regarding the regulated tariffs for electricity distribution as well as on the continuing restructuring process of the power sector. As a result, the current valuation may not have identified, or reliably quantified the impact of all such uncertainties and implications.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 14 4. Financial assets and financial liabilities (continued) Valuation process and methodology (continued) The valuation process is performed at least annually by the Fund with support from independent external valuation service providers and has in scope all unlisted and listed illiquid companies, except companies which are in in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity which are valued at nil. The annual valuation process usually starts in the last quarter of each year with new valuation reports being prepared at 31 October (valuation date) which are based on 30 September financial information for each of the companies included in the process. The resulting values are incorporated in the December NAV and also in the Annual Preliminary Report. The Sole Director analyses the events up to 31 December (reporting date) and updates the valuations for companies where significant changes occurred. For the top portfolio holdings, the Fund, with the assistance of the external independent valuer, prepares a new valuation reports at half-year which are used for the 30 June financial statements as well as for the 30 June NAV reporting. These reports usually have valuation date at 31 May and are prepared on financial information of the companies as at 31 March. For 30 June 2026, the Fund prepared updated reports for CN Aeroporturi Bucuresti SA, Administratia Porturilor Maritime SA and Societatea Nationala a Sarii SA (30 June 2025: same companies were updated at half-year). All three reports detailed above have valuation date 31 May 2026 being based on the financial information available for the companies under valuation at 31 March 2026 (30 June 2025: valuation date of 31 May 2025 based on financial information at 31 March 2025) and took into consideration all relevant corporate events up to 30 June 2026 (30 June 2025: 30 June 2025). For more details regarding half-year valuation results please see Note 15 Equity investments. Considering the economic uncertainties, the risks and the volatility existing in the capital markets, the Fund’s Sole Director closely monitors the evolution of the economic environment and the effects of the economic measures on the Fund’s portfolio companies. The Fund’s Sole Director will perform a periodic analysis of the available portfolio companies’ financial information and of multiples values of publicly traded peer companies and will adjust the value of unlisted holdings accordingly, if the case. The economic uncertainties are expected to continue in the foreseeable future and consequently, there is a possibility that the assets of the Fund are not recovered at their carrying amounts in the ordinary course of business. A corresponding impact on the Fund’s profitability cannot be estimated reliably as of the date of these financial statements. Fondul Proprietatea is not directly affected by climate related matters. However, Fondul owns holdings in a number of portfolio companies which by the specific of their activity are impacted by climate related matters. The assessment of climate-related factors and their impact on valuation require comprehensive and detailed company-specific data related to a set of environmental, ecological, economic, social and governance factors. The process of reaching a globally accepted set of standards to incorporate ESG considerations into the valuation of a business is still in progress. For the relevant portfolio companies, based on the information available, under income approach a higher volatility, related to climate factors, was embedded in the market risk starting with December 2023 valuation process. Given the lack of transparency regarding the ESG impact on the portfolio companies and peers’ profitability and future growth, generally no adjustments were applied in the market multiples used as within the market approach, as these were deemed to already reflect the investors perspective regarding the companies’ profitability and risk related to ESG factors.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 15 4. Financial assets and financial liabilities (continued) Valuation process financial assets measured at fair value – Level 3 The valuation for the Level 3 equity investments as at 30 June 2026 was prepared as follows: • 95.60% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 31 May 2026. As mentioned above, the company prepared updated valuation reports at half-year for CN Aeroporturi Bucuresti SA, Administratia Porturilor Maritime SA and Societatea Nationala a Sarii SA. • 2.14% of the fair value of Level 3 equity investments was determined based on the valuations updated with the assistance of the external valuation services provider as at 31 October 2025. As described in the methodology section above, the Fund prepares yearly valuation reports for most of the unlisted portfolio. • 1.91% of the fair value of Level 3 equity investments was determined based on the valuations updated with the assistance of the external valuation services provider as at 31 December 2025. For Zirom SA and CN Administratia Canalelor Navigabile SA valuation updates were prepared at 31 December 2025 following the subsequent events analysis prepared by the Fund for 2025 year-end reporting purposes. • 0.24% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 31 August 2025. For Aeroportul International Timisoara - Traian Vuia SA a new valuation report was prepared following the companies decision to initiate a share capital increase to finance the building of a new parking structure. As the valuation variation was not significant compared to year-end figures based on the analysis performed with the assistance of the external valuer, and due to materiality considerations, the Fund kept the 31 August report value for year-end reporting purposes. • 0.10% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 30 June 2025. Although the shares of Mecon SA started trading in Q2 2024 (with last trading session recorded in March 2026), this did not result in an active market as defined in IFRS 13 - Valuation at fair value based on the analysis and judgment performed. Therefore, the Fund assessed that the market trades are not representative of the fair value of the holding due to the low volume and did not apply a mark-to- market valuation method. In accordance with the assessment performed and applicable regulations, the holding was valued based on other valuation techniques, namely the valuation report prepared with the assistance of the external valuer at 30 June 2025 based on public financials as of that date. • 0.03% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price - Considering materiality aspects, IOR SA although considered illiquid, was valued using the market price; • the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil. Plafar SA was also valued at nil due to lack of sufficient information provided for the purpose of the valuation process. The valuation for the Level 3 equity investments as at 31 December 2025 was prepared as follows: • 80.02% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 31 October 2025. As described in the methodology section above, the Fund prepares yearly valuation reports for most of the unlisted portfolio. • 19.58% of the fair value of Level 3 equity investments was determined based on the valuations updated with the assistance of the external valuation services provider as at 31 December 2025. With the assistance of the external valuators, the Fund prepared a subsequent analysis with the purpose of checking if any significant events occurred between the valuation report dates and the authorization date of the 31 December 2025 annual financial statements.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 16 4. Financial assets and financial liabilities (continued) Valuation process financial assets measured at fair value – Level 3 (continued) As a result of this analysis, the values of CN Administratia Porturilor Maritime SA, Zirom SA, and CN Administratia Canalelor Navigabile SA Constanta SA were updated at 31 December 2025. • 0.26% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 31 August 2025. For Aeroportul International Timisoara - Traian Vuia SA a new valuation report was prepared following the companies decision to initiate a share capital increase to finance the building of a new parking structure. As the valuation variation was not significant compared to year-end figures based on the analysis performed with the assistance of the external valuer, and due to materiality considerations, the Fund kept the 31 August report value for year-end reporting purposes. • 0.11% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the external valuation services provider as at 30 June 2025. Although the shares of Mecon SA started trading in Q2 2024 (with last trading session recorded in May 2025), this did not result in an active market as defined in IFRS 13 - Valuation at fair value based on the analysis and judgment performed. Therefore, the Fund assessed that the market trades are not representative of the fair value of the holding due to the low volume and did not apply a mark-to- market valuation method. In accordance with the assessment performed and applicable regulations, the holding was valued based on other valuation techniques, namely the valuation report prepared with the assistance of the external valuer at 30 June 2025 based on public financials as of that date. • 0.03% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price - Considering materiality aspects, IOR SA although considered illiquid, was valued using the market price; • the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil. Plafar SA was also valued at nil due to lack of sufficient information provided for the purpose of the valuation process. The table below presents the movement in Level 3 equity investments during the six-month periods ended 30 June 2026 and 30 June 2025: 6 months ended 30 June 2026 6 months ended 30 June 2025 Equity investments Equity investments Opening balance 2,095,127,072 1,784,043,967 Net unrealised gain/ (loss) recognised in profit or loss 192,232,359 (7,022,397) Subscriptions to share capital increase of portfolio companies 56,325,100 - Closing balance 2,343,684,531 1,777,021,570 As of 30 June 2026, the fair value for 68.2% of the Level 3 equity investments was determined by applying the market comparison technique using comparable trading multiples for EV/EBITDA indicators (31 December 2025: 0%), while the fair value for almost 30.6% (31 December 2025: 98.6%) of the Level 3 equity investments was determined by applying the income approach using the discounted cash flow method. For Level 3, the equity investments valuations were performed using valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs, which ensures that the underlying data is accurate, and that appropriate inputs were used in the valuation.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 17 4. Financial assets and financial liabilities (continued) Valuation process financial assets measured at fair value – Level 3 (continued) Significant unobservable inputs are the following: Revenue multiple: is a tool used to appraise businesses based on market comparison to similar public companies. Revenue based business value estimation may be preferred to earnings multiple valuation whenever there is uncertainty regarding some of a company's expenses. The most common tendency is to value a firm based on its sales whenever this number is the most direct indication of a company's earning capacity. EBITDA multiple: represents the most relevant multiple used when pricing investments and it is calculated using information from comparable public companies (similar geographic location, industry size, target markets and other factors that valuers consider to be reasonable). The traded multiples for comparable companies are determined by dividing the enterprise value of a company by its EBITDA and further discounted for considerations such as the lack of marketability and other differences between the comparable peer group and specific company. Discount for lack of marketability: represents the discount applied to the comparable market multiples to reflect the liquidity differences between a portfolio company relative to its comparable peer group. Valuers estimate the discount for lack of marketability based on their professional judgement after considering market liquidity conditions and company-specific factors. Discount for lack of control: represents the discount applied to reflect the absence of the power of control considered under the discounted cash flow method, to derive the value of a minority shareholding in the equity of subject companies. Weighted average cost of capital: represents the calculation of a company’s cost of capital in nominal terms (including inflation), based on the Capital Asset Pricing Model. All capital sources (shares, bonds and any other long-term debts) are included in a weighted average cost of capital calculation. Long-term growth rate (g), also known as the terminal growth rate, is the rate at which a company’s cash flows are expected to grow indefinitely in the future. It represents the long-term sustainable growth that a company can achieve. Price/Earnings multiple (“P/E”): Price/Earnings ratio is a market prospect ratio that calculates the market value of an investment relative to its earnings by comparing the market price per share by the earnings per share. It shows what the market is willing to pay for an investment based on its current earnings. Investors often use this ratio to evaluate what an investment's fair market value should be by predicting future earnings per share. For the portfolio company CN Aeroporturi Bucuresti SA a significant unobservable input is linked to the final outcome of the share capital increase process that the company needs to implement by incorporating the plot of land. Assuming the share capital increase is performed at a reasonable valuation of the plot of land, it is the Fund’s intention to participate with cash in order to preserve its stake in the holding. Please see the section below for more information. The following tables set out information about the significant unobservable inputs used on 30 June 2026 and 31 December 2025 in measuring equity instruments classified as Level 3 in the fair value hierarchy:
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 18 4. Financial assets and financial liabilities (continued) Valuation process financial assets measured at fair value – Level 3 (continued) Financial assets Fair value as at 30 June 2026 Main valuation technique Unobservable inputs range (weighted average) Relationship of unobservable inputs to fair value Total 2,343,684,531 Unlisted equity instruments 1,597,599,869 Market approach - comparable companies (based on EV /EBITDA multiple) EV/EBITDA ratio Discount for lack of marketability: 16.4% The higher the EV/EBITDA multiple, the higher the fair value. The lower the discount for the lack of marketability, the higher the fair value. Unlisted equity instruments and listed illiquid equity instruments 717,149,668 Income approach – discounted cash flow method (DCF) EBIT estimated for each company Weighted average cost of capital ranging from 10.1% - 18.1% (12.95%) Discount for lack of marketability ranging from 11.4% - 16.4% (15.63%) Discount for lack of control: 0% - 27% (15.87%) Long-term growth rate: 3% - 4.1% (3.62%) The higher the EBIT estimates, the higher the fair value. The lower the weighted average cost of capital, the higher the fair value. The lower the discount for the lack of marketability, the higher the fair value. The lower the discount for the lack of control, the higher the fair value. The higher the long-term growth rate, the higher the fair value. Unlisted equity instruments 26,097,293 Market approach - comparable companies (based on Price /Earnings multiple) Price/Earnings ratio Discount for lack of marketability: 22.1% The higher the Price /Earnings multiple, the higher the fair value. The lower the discount for the lack of marketability, the higher the fair value. Listed illiquid equity instruments 2,347,337 Asset based approach Discount for lack of marketability: 30.4% The lower the discount for lack of marketability, the higher the fair value. The asset-based approach implies actual financial data obtained for the company (public) based on which quantitative unobservable adjustments are made by the valuers. The significance of the adjustment is directly seen in the resulting value of the company. Listed illiquid equity instruments 490,365 Bucharest Stock Exchange reference price These shares are traded infrequently and have little price transparency. Fair values for these equity instruments were those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 19 4. Financial assets and financial liabilities (continued) Valuation process financial assets measured at fair value – Level 3 (continued) Financial assets Fair value as at 31 December 2025 Main valuation technique Unobservable inputs range (weighted average) Relationship of unobservable inputs to fair value Total 2,095,127,072 Unlisted equity instruments and listed illiquid equity instruments 2,066,089,809 Income approach – discounted cash flow method (DCF) EBIT estimated for each company Weighted average cost of capital ranging from 10.1% - 18.1% (12.49%) Discount for lack of marketability ranging from 11.4% - 16.4% (16.11%) Discount for lack of control: 0% - 27% (17.84%) Long-term growth rate: 3% - 4.1% (3.19%) The higher the EBIT estimates, the higher the fair value. The lower the weighted average cost of capital, the higher the fair value. The lower the discount for the lack of marketability, the higher the fair value. The lower the discount for the lack of control, the higher the fair value. The higher the long-term growth rate, the higher the fair value. Unlisted equity instruments 26,097,293 Market approach - comparable companies (based on Price /Earnings multiple) Price/Earnings ratio Discount for lack of marketability: 22.1% The higher the Price /Earnings multiple, the higher the fair value. The lower the discount for the lack of marketability, the higher the fair value. Listed illiquid equity instruments 2,347,337 Asset based approach Discount for lack of marketability: 30.4% The lower the discount for lack of marketability, the higher the fair value. The asset-based approach implies actual financial data obtained for the company (public) based on which quantitative unobservable adjustments are made by the valuers. The significance of the adjustment is directly seen in the resulting value of the company. Listed illiquid equity instruments 592,634 Bucharest Stock Exchange reference price These shares are traded infrequently and have little price transparency. Fair values for these equity instruments were those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority. As of 30 June 2026 and 31 December 2025, the Fund’s investments in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at nil. Also companies that have not provided sufficient financial information required for the valuation update of the Fund, have been valued at nil. Although Fund’s management believes that its estimates of fair value for these equity investments are appropriate, the use of different methodologies or assumptions could lead to different measurement of fair value. 30 June 2026 valuation update results The valuations were performed in accordance with the Asset Valuation Standards - 2025 edition (SEV 2025) issued by ANEVAR, aligned with IVS and it is based on fair value concept required under IFRS 13 Fair Value Measurement.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 20 4. Financial assets and financial liabilities (continued) 30 June 2026 valuation update results (continued) a. CN Aeroporturi Bucuresti SA (“CNAB”) For CN Aeroporturi Bucuresti SA the updated valuation represents an increase by 16.9% of the holding value compared to that reflected in the 31 December 2025 NAV. The updated valuation report includes the effect of the dividends approved by the company in May. As part of the regular valuation process, the Sole Director continuously assesses the methodology and the available information at each valuation date to determine the best estimate of fair value. The primary valuation method for the company was changed to the Market approach, while the Income approach was maintained as a secondary method to cross check the valuation results. The Sole Director decided on the change after careful consideration of multiple factors and information available at the reporting date. These factors included: information and analysis provided by the external valuation service provider, the granularity, risks and uncertainties around management data provided by the company, the availability of market peers and comparability to CNAB and correlation between the outputs of the two methods. This is consistent with the valuation approach in the pre-COVID period and the main argumentation for the change includes: • Over the last two years, market multiples for the peer group have been relatively stable, with limited volatility following the post-pandemic recovery period. • The information regarding the investment in the second terminal included in the budget received from the company is impacted by a high level of uncertainty given the early stage of the project. The forecasts incorporate the impact of the planned new terminal investment, based on management assumptions regarding timing, development and expected commercial benefits. These significant uncertainties at the current valuation date make the Income approach less reliable at the valuation date. Impact on valuation of share capital increase process The company initiated the appointment of a valuer for the plots of land inside Baneasa Airport, with the intention to restart the process based on the fair value of the land. As at the reporting date the Fund did not have any additional relevant information on this process and, as such, the previous methodology/ assumption was maintained, i.e. assuming the share capital increase with the value of the lands at Baneasa Airport would be performed at a reasonable valuation of the plot of land by CNAB. It is the Fund’s intention to participate with cash to preserve its stake in the holding. This assumption is reflected in the Fund’s cash management process and decisions related to the available liquidity. The Sole Director will analyse the future actions of CNAB and the potential impact on the valuation of the company. The Fund will implement any necessary legal actions to protect the interest of the shareholders, as needed and depending on the future actions of the company related to the share capital increase process. Impact on valuation of potential transaction to buy back shares from Fondul On 9 January 2026 the GSM of CNAB passed a resolution according to which the company intends to purchase the minority stake of 20% held by Fondul. The Fund has closely analysed all the data available on this potential transaction at the reporting date, with the conclusion being that now, there is insufficient information available on the timing and structure of a potential transaction that would trigger an impact on valuation of CNAB. The Sole Director will continue to analyse any relevant developments.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 21 4. Financial assets and financial liabilities (continued) 30 June 2026 valuation update results (continued) b. CN Administratia Porturilor Maritime SA (“APMC”) For CN Administratia Porturilor Maritime SA the updated valuation represents an increase by 12.3% of the holding value compared to the one included in 31 December 2025 NAV. The increase in the updated valuation is mainly driven by the cash paid during May by the two shareholders within the share capital increase process (the Fund contributed RON 56.3 million to maintain its holding). The corresponding new shares have not been issued at the reporting date and the completion of the legal/ regulatory steps is ongoing. The forecasts provided by the management of the company did not include the business impact from the acquisition of Giurgiulesti Port – if received, the consolidated forecast would be considered for the 31 December 2026 year-end update. The updated valuation report includes the investment completed during May as financial assets. No dividends have been approved by the company until 30 June 2026. Please see Note 20 Subsequent events for more information regarding APMC approved dividends. c. Societatea Nationala a Sarii SA For Societatea Nationala a Sarii SA the updated valuation represents a decrease by 8.8% of the holding value compared to the value reflected in 31 December 2025 NAV. This was mainly driven by the weaker operational outlook for 2026, the impact of the exceptional costs of RON 48 million per year (related to hydrological works at Praid and Slanic mines and the graphite and salt perimeter studies), and the decrease in the liquidity position of the company following the dividends approved in May. 5. Net gain/ (loss) from equity investments at fair value through profit or loss 6 months ended 30 June 2026 6 months ended 30 June 2025 Unrealised gain from equity investments at fair value through profit or loss 231,405,531 29,899,806 Unrealised loss from equity investments at fair value through profit or loss (45,130,136) (37,286,627) Total 186,275,395 (7,386,821) The unrealised gain from equity investments at fair value through profit or loss for the six-month period ended 30 June 2026 was mainly generated by the change in fair value for the holding in CN Aeroporturi Bucuresti SA (unrealised gain of RON 231,099,929). The amount presented in the table above also includes unrealised gain from other financial instruments at fair value through profit or loss in amount of RON 305,602 generated from government bonds held during the period as described in Note 14 Government bonds. The unrealised gain from equity investments at fair value through profit or loss for the six-month period ended 30 June 2025 was mainly generated by the change in fair value for the holding in CN Aeroporturi Bucuresti SA (unrealised gain of RON 29,399,967). The unrealised loss from equity investments at fair value through profit or loss for the six-month period ended 30 June 2026 was mainly generated by the negative change in fair value for the holding in Societatea Nationala a Sarii SA (unrealised loss of RON 22,900,024) and CN Administratia Porturilor Maritime SA (unrealised loss of RON 15,865,277).
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 22 5. Net gain/ (loss) from equity investments at fair value through profit or loss (continued) Please note that also the share price of listed holding Alro SA decreased in the period resulting in RON 5,830,777 unrealised loss. The amount presented in the table above also includes unrealised loss from other financial instruments at fair value through profit or loss in amount of RON 431,789 generated from government bonds held during the period as described in Note 14 Government bonds. The unrealised loss from equity investments at fair value through profit or loss for the six-month period ended 30 June 2025 was mainly generated by the negative change in fair value for the holding in Societatea Nationala a Sarii SA (unrealised loss of RON 36,880,247). The amounts presented above refer to the net gain and loss for the period at portfolio holding level. 6. Gross dividend income 6 months ended 30 June 2026 6 months ended 30 June 2025 CN Aeroporturi Bucuresti SA 116,156,970 103,023,191 Societatea Nationala a Sarii SA 32,393,738 51,977,438 Others 1,316,983 377,262 Total 149,867,691 155,377,892 The dividend income was subject to 16% Romanian withholding tax during the six-month periods ended 30 June 2026 and 10% during the six-month period ended 30 June 2025. In cases where the relevant shareholding of the Fund was above 10% of total share capital of the paying company, for at least one year prior to the dividend distribution date, a withholding tax exemption is applied. According to the Annual Cash Distribution Policy of the Fund, the special cash distributions received from portfolio companies are not subject to Fund’s dividend distribution to shareholders. The Fund Manager may propose the distribution to shareholders of such amounts after considering the on-going measures imposed by the Discount Control Mechanism and the available cash. Please note that as of the authorisation date of these financial statements, all the amounts above have been received by the Fund. For the purpose of the Annual Cash Distribution Policy of the Fund, the special cash distributions are the amounts distributed by the portfolio companies from other sources than the annual net profit included in the latest annual financial statements. There were no special cash distributions for the six-month period ended 30 June 2026 and 30 June 2025. On 25 March 2026, The High Court of Cassation and Justice, Second Civil Section, rejected as unfounded the appeal filed by the appellant Conpet SA against decision no. 67/26.02.2025, pronounced by the Ploieşti Court of Appeal in court case 2432/1/2025 which means that the decision remains as final. As such, Conpet SA was obliged to pay to Fondul Proprietatea S.A. both the value of the dividends and the related legal interest, calculated starting with 25 April 2007 and until the date of actual payment. As a result of the finalisation of this litigation, the Fund has collected RON 734,747 representing dividends – this amount is included in the Others caption in the table above. 7. Interest income The interest income recorded for the six-month periods ended 30 June 2026 and 30 June 2025, was generated through cash placements performed by the Fund under the regular cash management process. A significant part of the income recorded for the six-month period ended 30 June 2026 was generated by interest on distribution accounts – 45.9% of total interest income (30 June 2025: 41.2%) Please note that that according to court decision regarding Conpet SA as mentioned in the note above, the Fund has recorded RON 1,250,547 as legal interest which is included in the Statement of comprehensive income for the six-month period ended 30 June 2026 under interest income. Please note that out of this amount, RON 1,033,253 has been collected whereas for the rest of the amount, the Fund is analysing the available legal actions that may be pursued by the Fund to obtain the full amount.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 23 8. Operating expenses 6 months ended 30 June 2026 6 months ended 30 June 2025 FTIS administration fees (i) 12,965,858 9,729,152 Third party services (ii) 3,555,044 4,528,237 FSA monthly fees (iii) 1,138,585 1,013,529 BON remunerations and related taxes (iv) 737,261 851,778 Other Board of Nominees related costs (v) 546,113 324,798 Fund Manager selection expenses (vi) 98,796 1,455,060 Depositary bank fee 32,882 31,468 Other operating expenses 72,476 108,990 19,147,015 18,043,012 (i) FTIS administration fees The administration fees include the base fee and the distribution fee. The distribution fee related to dividend distributions to shareholders is recognised through profit or loss while the distribution fee related to the buybacks is recognised directly in equity as buy-backs acquisition cost. The administration fees recorded during the six-month periods ended 30 June 2026 and 30 June 2025 are presented in the table below: 6 months ended 30 June 2026 6 months ended 30 June 2025 Base fee 12,965,858 7,508,605 Distribution fee related to dividend distributions to shareholders - 2,220,547 Administration fees recognised in profit or loss 12,965,858 9,729,152 Distribution fees related to buy-backs recognised in equity - 947,831 Total administration fees 12,965,858 10,676,983 The administration fees are invoiced and paid on a quarterly basis. The increase in base fee during the six-month period ended 30 June 2026 compared to the same period in 2025 is mainly due to the higher market capitalisation of the Fund as a result of the increase in FP share price and also due to the new base fee calculation method applied starting with 1 April 2026 as described below. The current mandate fee structure includes a base fee rate of 165 basis points per year applicable to the portion of the market capitalization of the Fund up to and including USD 300 million and a reduced base fee rate of 150 basis points per year applicable to the portion of the market capitalization exceeding USD 300 million (previous mandate: base fee rate of 135 basis points applicable to the Fund’s market capitalization) and a distribution fee of 200 basis points applicable to buy-backs, dividends and returns of capital (previous mandate: 175 basis points with same calculation base). Distribution fees related to buy-backs recognised in equity is nil for the six-month period ended 30 June 2026 as a result of the fact that the Fund does not currently have a buy-back programme approved by the shareholders for the year 2026. The sixteenth buy-back programme which was performed throughout the financial year ended on 31 December 2025 started on 3 February 2025 (first trade date) and the amounts seen in the distribution fee section above for the six-month period ended 30 June 2025 are linked to these transactions. The distribution fees related to buy-backs recognised in equity are included in caption Treasury Shares in the Statement of Financial position for both 30 June 2026 and 31 December 2025.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 24 8. Operating expenses (continued) (ii) Third party services Third party services recorded during the period included the following categories of expenses: 6 months ended 30 June 2026 6 months ended 30 June 2025 Legal and litigation assistance expenses 1,237,809 1,754,925 GSM organization 581,899 257,534 External audit 462,465 621,385 Tax compliance and tax advisory expenses 370,220 309,320 Portfolio valuation services 219,763 188,476 Investors' relations expenses 211,230 231,573 PR expenses 112,171 176,564 Regulatory and compliance expenses 48,219 271,963 Internal audit fees 35,889 59,224 Government relations consultancy services 30,771 121,892 GDR related costs - 258,630 Other 244,608 276,751 3,555,044 4,528,237 Other services mainly include central depository fees and software maintenance fees for both presented periods. The financial audit fees are recorded in the year they relate to. The financial auditor of Fondul Proprietatea for the financial year ended 31 December 2025 and for the financial year which will end on 31 December 2026 is Ernst & Young Assurance Services SRL. (iii) FSA monthly fees During the first half of 2026 and the first half of 2025, the FSA fee was 0.0078% per month applied on the total net asset value. (iv) BON remunerations and related taxes Remunerations and related taxes included the remunerations paid to the members of the Board of Nominees as well as the related taxes and contributions payable to the Romanian State budget (see Note 19 (a) Related parties for further details). During the 21 November 2025 OGSM, the shareholders approved the appointment of Mrs. Bago Kristine- Monica as an independent member of the Audit and Valuation Committee. Mrs. Bago is not a member of the Board of Nominees however her remuneration follows the same principles as for Board members, meaning that her services are contracted through a similar mandate agreement. Mrs. Bago serves at Chairperson of the Audit and Valuation Committee (v) Other Board of Nominees related costs Other costs incurred by the Fund in relation to the members of the Board of Nominees comprised: 6 months ended 30 June 2026 6 months ended 30 June 2025 Advisory services 315,863 21,938 Professional insurance costs 127,142 248,522 Other costs 98,297 21,976 Costs with accommodation, transport, meals 4,811 32,362 546,113 324,798
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 25 8. Operating expenses (continued) (v) Other Board of Nominees related costs (continued) Advisory services for the six-month period ended 30 June 2026 include legal consultant fees engaged to support the Board of Nominees in performing their duties in amount of RON 315,258. The amounts for 30 June 2025 include secretarial services for the Board. Other costs include payroll services and file-sharing platform hosting costs used in relation to the Board. (vi) Fund Manager selection expenses For the six-month period ended 30 June 2026, the fees include legal advice related to the second selection process as described in Note 1 General information. For the six-month period ended 30 June 2025, these costs mainly include the fees incurred for the services provided by the selection advisor (Deutsche Numis) pursuant to its appointment in accordance with Resolution no. 14 of 27 September 2024 GSM and other legal advisory fees. 9. Income tax The tables below show a reconciliation of the tax expense registered by the Fund during the six-month periods ended 30 June 2026 and 30 June 2025. Reconciliation of effective tax rate 6 months ended 30 June 2026 6 months ended 30 June 2025 Net profit for the period 324,570,135 140,641,334 Income tax based on taxable profits (379,811) (496,086) Profit excluding income tax 324,949,946 141,137,420 6 months ended 30 June 2026 6 months ended 30 June 2025 Income tax expense using the standard tax rate (16%) 51,991,991 22,581,987 Impact on the income tax of: Non-taxable income (other than dividend income) (42,865,074) (14,903,193) Taxation applied on dividend income (23,978,831) (24,860,461) Non-deductible expenses 16,117,948 18,835,290 Fiscal result impact in the current period considering the available for use brought forward fiscal loss (886,224) (1,157,537) Income tax based on taxable profits 379,811 496,086 For the six-month periods ended 30 June 2026 and 30 June 2025, in addition to the amount charged to profit or loss, the following amounts relating to current income tax have been recognised directly in equity: Impact on the income tax of: 6 months ended 30 June 2026 6 months ended 30 June 2025 Elements similar to revenues (taxable equity items) 328,574 1,024,923 Fiscal result impact in the current period considering the available for use brought forward fiscal loss (70%) (230,002) (717,446) Tax on equity items, of which are related to: 98,572 307,477 Dividends with statute of limitation declared 98,572 307,477 Starting with 1 January 2024, entities showing a tax profit can offset only 70% of this tax profit with past tax losses. The remaining 30% of any tax profit is subject to Romanian corporate income tax at the 16% rate.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 26 9. Income tax (continued) The fiscal result impact as of 30 June 2026 of RON 1,116,226 (RON 886,224 for profit and loss and RON 230,002 for equity from the tables above) represents the utilizable amount on 30 June 2026 of the brought forward fiscal loss as per the legislative change presented above. The fiscal result impact as of 30 June 2025 of RON 1,874,983 (RON 1,157,537 for profit and loss and RON 717,446 for equity from the tables above) represents the utilizable amount on 30 June 2025 of the brought forward fiscal loss as per the legislative change presented above. According to IAS 12 requirements, the accounting for the current and deferred tax effects of a transaction or other event is consistent with the accounting for the transaction or event itself. Non-taxable income and non-deductible expenses are mainly generated by fair value gains / losses and by dividend income related to the equity portfolio companies in which the Fund has held more than 10% stake for more than one year continuously. As of 30 June 2026, the Fund has an income tax due to the State Budget in amount of RON 366,716 (31 December 2025: RON 1,018,414). According to the changes to Law 296/2023 regarding some fiscal-budgetary measures to ensure Romania's long-term financial sustainability, a new minimum corporate tax of 1% on adjusted turnover was payable starting with 1 January 2024. Based on the analysis performed, the Fund fell outside the area of applicability of the minimum tax for the six-month periods ended on 30 June 2026 and 30 June 2025. 10. Deferred tax As of 30 June 2026 and 31 December 2025 there is no significant temporary difference between the carrying amount and tax base of assets and liabilities that could result in amounts that are deductible/ taxable when determining taxable profit or tax loss of future periods. In consequence, as of 30 June 2026 and 31 December 2025, the net deferred tax position is nil as the Fund did not recognise any deferred tax asset or deferred tax liability. As of 30 June 2026 and 31 December 2025 the unused fiscal loss carried forward amounts to RON 239,322,259, out of which RON 42,668,464 will expire on 31 December 2027 and RON 196,653,795 will expire on 31 December 2029. There was no movement in the deferred tax position during the six-month periods ended 3 0 June 2026 and 30 June 2025. The deferred tax balances during both these periods were zero. 11. Basic and diluted earnings per share Basic earnings per share is calculated by dividing the profit or loss for the period by the weighted average number of ordinary paid shares in issue during the period, excluding the average number of ordinary shares purchased by the Fund and held as treasury shares (based on their settlement date). As of 30 June 2026 and 30 June 2025, none of the Fund’s issued shares or other instruments had dilutive effect, therefore basic and diluted earnings per share are the same. 6 months ended 30 June 2026 6 months ended 30 June 2025 Profit for the period 324,570,135 140,641,334 Weighted average number of ordinary shares 2,948,687,179 3,147,170,114 Basic and diluted earnings per share 0.1101 0.0447
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 27 12. Cash and current accounts, deposits with banks and distribution accounts 30 June 2026 31 December 2025 Current accounts with banks 49,507 101,099 Cash and current accounts 49,507 101,099 30 June 2026 31 December 2025 Bank deposits with original maturities of less than three months 29,389,233 148,878,334 Interest accrued on bank deposits 16,301 226,716 Deposits with banks 29,405,534 149,105,050 30 June 2026 31 December 2025 Distributions bank accounts 45,810,709 248,682,829 Interest accrued on distributions bank accounts 146,570 721,472 Distributions bank accounts 45,957,279 249,404,301 The cash held in the distributions bank accounts can only be used for payments to shareholders. Such payments are subject to a general statute of limitation, respectively the shareholders may request the payments only within a three-year term starting with the distribution payment date, except for specific instances that are individually assessed. As described in Note 3 – Material accounting policies of the annual financial statements for the year ended 31 December 2025, the distribution accounts have the nature of an account for dividend payments restricted for operational use (for any other use than payments to shareholders) until the 3-year statute of limitation expires. As a result, the distribution accounts are not included in cash and cash equivalents for the purpose of cash flow statement presentation. 13. Dividends receivable At 30 June 2026 and 31 December 2025 the Fund had the following dividend receivables: 30 June 2026 31 December 2025 CN Aeroporturi Bucuresti SA 116,156,970 - Societatea Nationala a Sarii SA 32,393,738 - CN Administratia Porturilor Dunarii Maritime SA - - 148,550,708 - All the amounts presented above have been collected before the authorization date of these financial statements. 14. Government bonds On 6 March 2026 with settlement on 10 March 2026, the Fund acquired 5,000 units of Government Bond with ISIN ROXNS8ONSUB3 having a dirty price of RON 52,392,882. The maturity date of the bond is 27 July 2026.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 28 15. Equity investments All Fund’s equity investments are classified at fair value through profit or loss. The equity instruments of the Fund are valued at fair value as follows: • At fair value, determined either by reference to published prices on the stock exchange where shares are traded (listed and liquid securities) or assessed using valuation techniques in accordance with International Valuation Standards (unlisted and listed illiquid securities); • Valued at nil, for holdings in companies in liquidation, dissolution, bankruptcy, insolvency , judicial reorganisation or which ceased their activity. Portfolio As of 30 June 2026 and 31 December 2025 the Fund’s portfolio comprised the following holdings: 30 June 2026 31 December 2025 CN Aeroporturi Bucuresti SA 1,597,599,869 1,366,499,940 Administratia Porturilor Maritime SA 405,899,878 365,440,056 Societatea Nationala a Sarii SA 237,000,004 259,900,029 Alro SA 103,131,870 108,962,647 Zirom SA 31,234,200 31,234,200 Posta Romana SA 26,097,293 26,097,293 CN Administratia Canalelor Navigabile SA 13,453,032 13,453,032 Alcom SA 12,046,045 12,046,045 Other 20,354,211 20,456,478 Total equity investments 2,446,816,402 2,204,089,720 None of the equity investments are pledged as collateral for liabilities. As 30 June 2026 and 31 December 2025 the Fund had the following subsidiaries, both incorporated in Romania: 30 June 2026 31 December 2025 Zirom SA 31,234,200 31,234,200 Alcom SA 12,046,045 12,046,045 43,280,245 43,280,245 As 30 June 2026 and 31 December 2025 the Fund had two associates, both incorporated in Romania: 30 June 2026 31 December 2025 Societatea Nationala a Sarii SA 237,000,004 259,900,029 Plafar SA - - 237,000,004 259,900,029 Please see Note 19 (b) and (c)– Related parties for information on the transactions and balances registered with these companies. The movement in the carrying amounts of equity investments at fair value through profit or loss during the six-month period ended 30 June 2026 and the six-month period ended 30 June 2025 is presented below:
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 29 15. Equity investments (continued) Portfolio (continued) 6 months ended 30 June 2026 6 months ended 30 June 2025 Opening balance 2,204,089,720 1,893,735,461 Net gain/(loss) from equity investments at fair value through profit or loss 186,401,582 (7,386,820) Subscriptions to share capital increase of portfolio companies 56,325,100 - Closing balance 2,446,816,402 1,886,348,641 CN Administratia Porturilor Maritime SA a. Valuation at 30 June 2026 During May 2026, the Fund performed the share capital increase payment to Administratia Porturilor Maritime SA in amount of RON 56.3 million. The amounts have been received by the company and a new GSM is expected to be convened in order for the shareholders to empower the company representatives to perform the share capital increase legal required steps. Please note that the Fund incorporates such amounts in holding value once all the regulatory steps regarding the share capital increase are performed – last step is registration of the corporate event with the Trade Registry however for disclosure purposes in these condensed interim financial statements, the Fund incorporated the RON 56.3 million in the value of the holding which resulted in an updated value. As part of the half-year valuation process, a new report was prepared for the company which resulted in a RON 15,865,277 decrease compared to updated value of the company. For 30 June 2025, based on the significance of the holding and financial information provided, the Fund prepared an updated valuation report for the company which resulted in a RON 499,839 fair value increase. b. Share capital increase During the GSM of CN Administratia Porturilor Maritime SA held on 15 May 2025 the Ministry of Transport approved that the company procure external legal services to support a potential cash share capital increase of up to USD 99 million. According to the GSM material, the capital increase would finance the full acquisition by CN Administratia Porturilor Maritime SA of ICS Danube Logistics SRL, the administrator of Giurgiulesti Port in Republic of Moldova, as well as potential future investments in the target. During 19 June 2025 GSM the Ministry of Transport approved to submit a binding offer for the potential purchase of ICS Danube Logistics SRL. During the GSM held on 12 February 2026, the shareholder Ministry of Transport gave the final approval for the purchase price for 100% of the shares of ICS Danube Logistics and approval of the share sale-purchase agreement. On 30 March 2026, the EGM of the CN Administratia Porturilor Maritime SA approved the increase of the company’s share capital by a maximum amount of RON 281,625,500, through cash contributions, at a nominal value of RON 10 per share, by issuing a maximum number of 28,162,550 new registered, dematerialized shares, without share premium, with the observance of the pre-emptive rights of existing shareholders.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 30 15. Equity investments (continued) CN Administratia Porturilor Maritime SA (continued) b. Share capital increase (continued) On 15 May the Fund performed the share capital increase payment in amount of RON 56.3 million. The amounts have been received by the company, and a new GSM has been convened for 20 August 2026 in order for the shareholders to empower the company representatives to perform the share capital increase legal required steps. Societatea Nationala a Sarii SA a. Valuation at 30 June 2026 During May 2026, the shareholders of Societatea Nationala a Sarii SA approved the distribution of a dividend in total amount of RON 66.65 million (out of which RON 32 million due to Fondul Proprietatea SA). At the same time, the company provided a budget for 2026-2028 period pointing to a deterioration in operating profitability which would reduce the ability of the company to offset the decline in holding value determined by the dividend granted. Considering these two aspects, the Fund updated the value of the company with the effect of the dividend approved. This resulted in a RON 22,381,269 fair value decrease which was also included in the 31 May 2026 NAV – updated value of the company: RON 237,518,759. As part of the half-year valuation process a new report was prepared for the company which resulted in a RON 518,754 decrease compared to the May report – this resulted in total RON 22,900,024 fair value decrease compared to 31 December 2025 financial statements value. For 30 June 2025, based on the significance of the holding and financial information provided, the Fund prepared an updated valuation report for the company which resulted in a RON 36,880,247 fair value decrease. CN Aeroporturi Bucuresti SA a. Valuation at 30 June 2026 As part of the half-year valuation process , a new report was prepared for CN Aeroporturi Bucuresti SA which determined a RON 231,099,929 increase in the value of the company. For 30 June 2025, based on the significance of the holding and financial information provided, the Fund prepared an updated valuation report for the company which resulted in a RON 29,399,967 fair value increase. b. Share capital increase On 7 March 2024 the Bucharest Court of Appeal admitted the appeal filed by the Fund, annulling Resolution no. 15/ 26 October 2021 of CN Aeroporturi Bucuresti SA GSM for the approval of a share capital increase with the plots of land inside Baneasa airport, brought as Romanian State’s contribution in kind to the company's share capital. Decision no. 373/7 March 2024 issued by the Bucharest Court of Appeal is final. Please see the section above as well as the 31 December 2025 financial statements for more information regarding the litigation. 16. Liabilities (a) Payable to shareholders Total dividends payable on 30 June 2026 amount to RON 45,811,837 (31 December 2025: RON 248,971,672)
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 31 16. Liabilities (continued) (a) Payable to shareholders (continued) Dividends payable on 30 June 2026 and 31 December 2025 are mostly related to the distribution approved by the Fund’s shareholders on 18 August 2023 by which the Hidroelectrica IPO proceeds were distributed to shareholders (87% out of total dividends payable on 30 June 2026 and 88% out of total dividends payable on 31 December 2025). The movement during the period is presented in the table below: 30 June 2026 31 December 2025 30 June 2025 Opening balance 248,971,672 284,460,632 284,460,632 Gross distributions approved during the period out of which - 163,105,800 126,888,404 -Annual dividends - 126,888,404 126,888,404 -Special dividends - 36,217,396 - Payments of net distributions (dividends) made from dedicated bank accounts (201,106,248) (166,395,590) (115,534,542) Withholding tax payable to state budget - (12,794,991) (10,035,544) Distributions for which the statute of limitation occurred (2,053,587) (19,404,178) (6,405,768) Closing balance 45,811,837 248,971,672 279,373,183 (b) Other liabilities and provisions 30 June 2026 31 December 2025 FTIS Administration fees 6,868,491 5,648,843 Income tax payables 366,716 1,018,414 Financial Supervisory Authority fees 191,981 157,328 Tax on dividends due to State Budget - 1,068,891 Other liabilities 610,530 1,599,471 8,037,718 9,492,947 The FTIS Administration fee payables recorded on 30 June 2026 relate to the base fee due to FTIS. The FTIS Administration fees for 31 December 2025 include both base fee and distribution fee. For 30 June 2026, other liabilities mainly include accruals for the fees due to financial auditor, recharge payables mainly related to the Board of Nominees shared platform and other fees. For 31 December 2025 other liabilities caption mainly include accruals for the fees due for portfolio valuation services, internal audit services, amounts due to software providers and other services received by the Fund. 17. Shareholders’ equity (a) Share capital There was no change in the share capital of the Fund recorded during the first half of 2026. During the year ended 31 December 2025, the paid in share capital of the Fund decreased by RON 184,934,215.96 following the cancellation on 13 August 2025 of 355,642,723 own shares acquired by Fondul Proprietatea during 2024 through the fifteenth buy-back programme. The table below presents the Fund’s shares balance and their nominal value: 30 June 2026 31 December 2025 Number of shares in issue 3,200,784,516 3,200,784,516 Number of paid shares 3,200,784,516 3,200,784,516 Nominal value per share (RON) 0.52 0.52
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 32 17. Shareholders’ equity (continued) (a) Share capital (continued) The shareholders structure as of 30 June 2026 and 31 December 2025 was as follows: 30 June 2026 31 December 2025 Shareholder categories % of subscribed and paid share capital % of voting rights % of subscribed and paid share capital % of voting rights Romanian private individuals 42.50% 46.14% 47.24% 51.27% Romanian institutional investors 22.18% 24.07% 14.01% 15.21% Romanian State 11.57% 12.56% 11.57% 12.56% Foreign institutional investors 9.40% 10.21% 12.55% 13.62% Foreign private individuals 6.46% 7.02% 6.76% 7.33% Treasury shares 7.88% 0.00% 7.88% 0.00% Total 100% 100% 100% 100% Source: Depozitarul Central SA (Central Depositary) Please see Note 20 Subsequent events for information regarding the share capital decrease approved by the shareholders during the 23 July 2026 GSM. (b) Other reserves 30 June 2026 31 December 2025 Legal reserve (i) 332,881,590 332,881,590 Other reserves (ii) - 38,353,766 Losses from cancellation of treasury shares (negative equity reserves) (iii) - (38,353,766) 332,881,590 332,881,590 (i)As required by the Romanian Companies’ Law, a minimum 5% of the profit for the year must be transferred to the legal reserve until the reserve equals at least 20% of the issued share capital. The legal reserve cannot be used for distributions to shareholders. As of 30 June 2026 and 31 December 2025 the legal reserve amount represented 20% of the value of the issued share capital. (ii) During the GSM held on 29 April 2025 the shareholders approved to set up other reserves in amount of RON 38,353,766 to be used for covering the negative reserves estimated to arise in 2025 from the cancellation of treasury shares acquired during the 2024 buy-back programme. During the GSM held on 28 May 2026, the shareholders approved the coverage of the negative reserves of RON 38,353,766 incurred in 2025 financial year derived from the cancelation of the treasury shares acquired within the 15th buyback programme, using the dedicated reserve set up for this purpose of RON 38,353,766. (iii)L osses from cancellation of treasury shares comprise the negative reserves related to the losses on the cancellation of treasury shares acquired at an acquisition value higher than the nominal value. These amounts will be covered by the other reserves specifically set up for this purpose or other sources and in accordance with the resolution of the General Shareholders Meeting. All buy-backs performed at an acquisition price higher than the nominal value generate negative reserves
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 33 17. Shareholders’ equity (continued) (b) Other reserves (continued) As described above, during the GSM held on 2 December 2024, the shareholders approved the decrease of the subscribed and paid-up share capital of Fondul Proprietatea by RON 184,934,216, from RON 1,849,342,164 to RON 1,664,407,948, pursuant to the cancellation of 355,642,723 own shares acquired by Fondul Proprietatea during 2024 through the 15th buy-back programme. This reduction was performed on 13 August 2025 and as a result of the difference between the acquisition value price and the nominal value a negative reserve was recorded in total amount of RON 38,353,766 as shown in the table from the point above. This negative reserve was covered following the approval of the shareholders during the 28 May 2026 as described at the point above. (c) Treasury shares The Fund’s shareholders have not approved a buy-back programme to be carried out during the financial year 2026. The buy-back programme was included in the agenda of the 26 February GSM however the point was not approved. At 30 June 2026 the Fund holds 252,097,337 treasury shares (30 June 2025: 509,273,387) with an accounting value of RON 121,158,293 (30 June 2025: RON 279,640,077). Please see Note 20 Subsequent events for information regarding the cancelation of the treasury shares in balance at 30 June 2026. 18. Contingencies (a) Litigations On 30 June 2026, the Fund was involved in certain litigations, either as defendant or claimant. After analysing the requirements of IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”, the Fund considers that there are no litigations which may have significant effects on the Fund’s financial position or profitability. Other contingencies of the Fund included the receivables from World Trade Center Bucuresti SA and the potential payable regarding CN Aeroporturi Bucuresti SA share capital increase, as detailed below. (i) Receivables from World Trade Center Bucuresti SA Title II, Article 4 of Government Emergency Ordinance no. 81/2007 stipulated the transfer of World Trade Center Bucuresti SA receivables from the Authority for State Assets Recovery to the Fund, amounting to USD 68,814,198 (including the original principal and related interest and penalties) on 29 June 2007. Between 2008 and 2010, the Fund recovered from World Trade Center Bucuresti SA, USD 510,131, EUR 148,701 and RON 8,724,888. Given the uncertainties regarding the recoverability of the amounts due by World Trade Center Bucuresti SA, the above amounts were recognised on receipt basis in the Fund’s financial statements. The amounts recovered from the enforcement procedure were accounted for by the Fund as contributions of the Romanian State to the share capital of the Fund, decreasing the receivable related to the unpaid capital. In August 2013, World Trade Center Bucuresti SA filed a claim against the Fund asking the Fund to pay back all the amounts received through the enforcement procedure during 2010 and 2011 (EUR 148,701, USD 10,131 and RON 8,829,663). On 7 July 2016, the Bucharest Court admitted the claim filed by World Trade Center Bucuresti SA and obliged Fondul Proprietatea to pay back the amounts recovered from the enforcement procedure (EUR 148,701, USD 10,131 and RON 8,829,663) and the related legal interest calculated for these amounts. During the period from July to August 2016, the Fund performed the payment of these amounts and the r elated legal interest to World Trade Center Bucuresti SA. The Court decision is irrevocable.
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 34 18. Contingencies (continued) (i) Receivables from World Trade Center Bucuresti SA (continued) On 18 February 2020, the Court ruled in favour of the Fund in the case started against the Romanian State, represented by Ministry of Public Finance, for recovering the contributions of the Romanian State to the share capital of the Fund. The decision was issued in the first stage and Ministry of Public Finance appealed it. On 18 September 2020, Bucharest Court of Appeal admitted the appeal of Ministry of Public Finance. The Fund filed the second appeal which was rejected by the High Court of Cassation and Justice on 1 April 2021. The Fund has initiated legal actions against World Trade Center Bucharest SA and the Ministry of Finance for recovering the amounts, which are pending with the Court, in which first-tier decisions have been issued: • a set of actions against World Trade Center Bucharest SA (challenges in the insolvency proceedings) has been dismissed as unfounded by the syndic judge by final decision on 16 September 2024. • a claim against the Romanian State, represented by the Ministry of Public Finance, based on unjust enrichment, has been dismissed by final decision on 26 February 2025. (ii) CN Aeroporturi Bucuresti SA share capital increase Please see Note 15 – Equity investments, section CN Aeroporturi Bucuresti SA - Share capital increase litigation for information regarding this litigation. Please also see the 31 December 2025 financial statements for more information regarding the litigation. 19. Related parties (a) Key management (i) Board of Nominees and members of consultative committees (“BON”) 6 months ended 30 June 2026 6 months ended 30 June 2025 BON gross remunerations, out of which: 737,261 851,778 Contributions to social security fund retained from gross remuneration 158,986 123,390 Contributions to health insurance fund retained from gross remuneration 63,604 49,362 Income tax 51,470 67,908 Net remunerations paid to BON members 463,201 611,118 The lower remuneration recorded during the six-month period ended 30 June 2026 is due to the vacant positions following BoN member changes. Other costs incurred by the Fund in relation to the members of the Board of Nominees are detailed in note 8 – Operating expenses - (v) Other BON related costs. There were no loans between the Fund and the members of the Board of Nominees neither in the first half of 2026 nor in the first half of 2025. There are no post-employment, long term or termination benefits related to the remuneration of the members of the Board of Nominees. (ii) Sole Director FTIS is the Sole Director and Alternative Investment Fund Manager of the Fund starting with 1 April 2016. Please see Note 1 – General information for more details. The transactions carried out between the Fund and FTIS Luxemburg were the following:
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 35 19. Related parties (continued) (a) Key management (continued) (ii) Sole Director (continued) Transactions 6 months ended 30 June 2026 6 months ended 30 June 2025 Administration fees 12,965,858 10,676,983 The transactions carried out between the Fund and FTIS Bucharest Branch were the following: Transactions 6 months ended 30 June 2026 6 months ended 30 June 2025 Rent expense charged to the Fund 53,561 49,960 Operating cost charged to the Fund 18,913 18,284 72,474 68,244 During the six-month period ended 30 June 2026, the Fund recorded RON 156,278 (30 June 2025: RON 74,707) representing expenses incurred by FTIS Bucharest Branch on its behalf. The recharge of these expenses to the Fund followed the provisions of the management agreement in place at the respective moment and was subject to Board of Nominees’ approval. The outstanding liabilities owed by the Fund were as follows: Amounts due to: 30 June 2026 31 December 2025 FTIS Luxembourg 6,868,491 5,648,843 FTIS Bucharest Branch 147,312 315,089 7,015,802 5,963,932 There are no other elements of compensation for key management besides those described above. (b) Subsidiaries As described in Note 15 – Equity investments, the Fund has the following subsidiaries at 30 June 2026 and 31 December 2025: Ownership interest 30 June 2026 31 December 2025 Zirom SA 100% 100% Alcom SA 72% 72% As of 30 June 2026 and 31 December 2025, the Fund had no commitment to provide financial or other support to its subsidiaries, including commitments to assist the subsidiaries in obtaining financial support. During the six-month period ended 30 June 2026 the Fund has collected a net dividend of RON 256,886 from Alcom SA. As of 30 June 2026 and 31 December 2025 there were no dividends receivable from subsidiaries. (c) Associates As described in Note 15 – Equity investments, the Fund has the following associates on 30 June 2026 and 31 December 2025: Ownership interest 30 June 2026 31 December 2025 Societatea Nationala a Sarii SA 49% 49% Plafar SA 49% 49%
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FONDUL PROPRIETATEA SA NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2026 (all amounts are in RON unless otherwise stated) Condensed interim financial statements for the six-month period ended 30 June 2026 36 19. Related parties (continued) (c) Associates (continued) During the six-month period ended 30 June 2026 the Fund was granted a dividend in amount of RON 32,393,738 from Societatea Nationala a Sarii SA (six-month period ended 30 June 2025: RON 51,977,428). At 30 June 2026 the Fund has a dividend receivable from Societatea Nationala a Sarii SA in amount of RON 32,393,738 (31 December 2025: RON 0). 20. Subsequent events Decision of the 23 July 2026 GSM During the 23 July 2026 GSM the shareholders approved the following: • The approval of the decrease of the subscribed and paid-up share capital of the Company by RON 131,090,615, from RON 1,664,407,948 to RON 1,533,317,333, pursuant to the cancellation of 252,097,337 own shares acquired by the Company during 2025 through the 16th buy-back programme. • Approval of the reopening of the period for submitting letters of intent within the selection process for the manager of the Alternative Investment Fund (AIFM) and the sole director of Fondul Proprietatea, initiated pursuant to OGMS Resolution no. 19/29.09.2025, after the elaboration of a selection methodology, as well as the establishment of a new deadline for submitting candidacies, in order to ensure a competitive, transparent and non-discriminatory selection process Dividend collection from portfolio companies On 9 July 2026, the Fund received a total of RON 32,393,738 from Societatea Nationala a Sarii SA. On 27 July 2026, the Fund received a total of RON 116,156,970 from CN Aeroporturi Bucuresti SA. Approval of CN Administratia Porturilor Maritime SA dividends On 5 August 2026, the shareholders of the company approved two dividends. An annual dividend in amount of RON 26,288,782 out of which the Fund would receive RON 5,257,756 and a special dividend from the company’s reserves in amount of RON 105,182,585 out of which the Fund would receive RON 21,036,517. Both dividends are expected to be received by the end of the third quarter of 2026. On 12 August the Fund received the dividend in amount of RON 5,257,756. Convening the 29/30 September 2026 GSM On 13 August 2026 the Fund published a convening notice for the 29/30 September GSM having, among others, a point regarding the approval of the appointment of a new AIFM that will act also as the Sole Director of the Fund for a mandate of 4 years starting with 1 April 2027 (provided that all the related legal requirements are finalized by 31 March 2027) and until 1 April 2031, from the three candidates, respectively, Franklin Templeton International Services S.à r.l., INVL Asset Management UAB and SAI Muntenia Invest S.A., as well as any other potential candidates. If this point is not voted then the convening notice contains an approval point for FTIS as AIFM and Sole Director for one year starting with 1 April 2027 to 1 April 2028.
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1 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 Annex 2 Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 June 2026, prepared in accordance with FSA Regulation nr. 7/2020 (Annex no. 11) Item 31 December 2025 30 June 2026 Differences % of the net asset % of the total asset Currency Total RON % of the net asset % of the total asset Currency RON RON I. Total assets 111.1518% 100.0000% 2,603,680,179.55 102.1195% 100.0000% 2,727,597,950.36 123,917,770.81 1 Securities and money market instruments, out of which: 5.2913% 4.7606% 123,948,662.46 4.4185% 4.3268% 118,015,616.69 (5,933,045.77) 1.1 securities and money market instruments admitted or within a trading place from Romania, out of which: 5.2913% 4.7606% 123,948,662.46 4.4185% 4.3268% 118,015,616.69 (5,933,045.77) 1.1.1 listed shares traded in the last 30 trading days 4.6769% 4.2077% 109,555,281.13 3.8796% 3.7991% 103,622,235.36 (5,933,045.77) 1.1.2 listed shares not traded in the last 30 trading days 0.6144% 0.5529% 14,393,381.33 0.5389% 0.5277% 14,393,381.33 - 1.1.3 other similar securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.1.4 bonds 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.1.5 other title debts 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.1.6 other securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.1.7 money market instruments 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.1.8 allotment rights admitted at trading 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2 Securities and money market instruments admitted or traded on a regulated market from a member state, out of which: 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.1 listed shares traded in the last 30 trading days 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.2 listed shares not traded in the last 30 trading days 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.3 other similar securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.4 bonds 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.5 other title debts 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.6 other securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.7 money market instruments 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.2.8 allotment rights admitted at trading 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3 Securities and money market instruments admitted on a stock exchange from a state not a member, that operates on a regular basis and is recognized and opened to the public, approved by the Financial Supervisory Authority (FSA), out of which: 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.1 listed shares traded in the last 30 trading days 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.2 listed shares not traded in the last 30 trading days 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.3 other similar securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.4 bonds 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.5 other title debts 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.6 other securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.7 money market instruments 0.0000% 0.0000% - 0.0000% 0.0000% - - 1.3.8 allotment rights admitted at trading 0.0000% 0.0000% - 0.0000% 0.0000% - - 2 New issued securities 0.0000% 0.0000% - 0.0000% 0.0000% - - 3 Other securities and money market instruments of which: 88.7160% 79.8152% 2,078,133,372.87 89.1875% 87.3363% 2,382,182,000.53 304,048,627.66 - shares not admitted at trading 88.7160% 79.8152% 2,078,133,372.87 87.1889% 85.3792% 2,328,800,784.88 250,667,412.01 - redeemed debentures 0.0000% 0.0000% - 0.0000% 0.0000% - - - unlisted bonds 0.0000% 0.0000% - 1.9986% 1.9571% 53,381,215.65 53,381,215.65 - allotment rights not admitted at trading 0.0000% 0.0000% - 0.0000% 0.0000% - - - rights not admitted at trading 0.0000% 0.0000% - 0.0000% 0.0000% - -
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2 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 Item 31 December 2025 30 June 2026 Differences % of the net asset % of the total asset Currency Total RON % of the net asset % of the total asset Currency RON RON - other financial instruments 0.0000% 0.0000% - 0.0000% 0.0000% - - 4 Bank deposits, out of which: 6.3653% 5.7267% 149,105,050.32 1.1010% 1.0781% 29,405,533.70 (119,699,516.62) 4.1 bank deposits made with credit institutions from Romania 6.3653% 5.7267% 149,105,050.32 1.1010% 1.0781% 29,405,533.70 (119,699,516.62) - in RON 6.3653% 5.7267% 149,105,050.32 1.1010% 1.0781% 29,405,533.70 (119,699,516.62) 4.2 bank deposits made with credit institutions from an EU state 0.0000% 0.0000% - 0.0000% 0.0000% - - 4.3 Bank deposits made with credit institutions from an non-EU state 0.0000% 0.0000% - 0.0000% 0.0000% - - 5 Derivatives financial instruments traded on a regulated market, out of which: 0.0000% 0.0000% - 0.0000% 0.0000% - - 5.1 derivatives financial instruments traded within a trading place from Romania (forward, futures and options, swaps, etc.) 0.0000% 0.0000% - 0.0000% 0.0000% - - 5.2 derivatives financial instruments traded on a regulated market from a EU state (forward, futures and options, swaps, etc.) 0.0000% 0.0000% - 0.0000% 0.0000% - - 5.3 derivatives financial instruments traded on an exchange from a non-EU state (forward, futures and options, swaps, etc.) 0.0000% 0.0000% - 0.0000% 0.0000% - - 5.4 derivatives financial instruments traded outside regulated market (forward, futures and options, swaps, etc.) 0.0000% 0.0000% - 0.0000% 0.0000% - - 6 Current accounts and petty cash, out of which: 10.6207% 9.5552% 248,783,928.32 1.7169% 1.6813% 45,860,215.06 (202,923,713.26) - in RON 10.6183% 9.5531% 248,727,625.07 1.7167% 1.6811% 45,854,466.29 (202,873,158.78) - in EUR 0.0001% 0.0001% EUR 618.26 3,152.20 0.0001% 0.0001% EUR 740.86 3,884.92 732.72 - in GBP 0.0000% 0.0000% GBP 75.12 438.21 0.0000% 0.0000% GBP 75.12 457.46 19.25 - in USD 0.0023% 0.0020% USD 12,141.06 52,712.84 0.0001% 0.0001% USD 305.67 1,406.39 (51,306.45) 7 Money market instruments, other than those traded on a regulated market, according to art. 82 letter g) of the O.U.G. no. 32/2012, out of which:: 0.0000% 0.0000% - 0.0000% 0.0000% - - -treasury bills with original maturities of less than 1 year 0.0000% 0.0000% - 0.0000% 0.0000% - - 8 Participation titles of F.I.A./O.P.C.V.M. 0.0000% 0.0000% - 0.0000% 0.0000% - - 9 Dividends or other receivable rights 0.0000% 0.0000% - 5.5616% 5.4462% 148,550,707.88 148,550,707.88 - in RON 0.0000% 0.0000% - 5.5616% 5.4462% 148,550,707.88 148,550,707.88 - in EUR 0.0000% 0.0000% EUR - - 0.0000% 0.0000% - - - in USD 0.0000% 0.0000% USD - - 0.0000% 0.0000% - - 10 Other assets out of which: 0.1585% 0.1423% 3,709,165.58 0.1340% 0.1313% 3,583,876.50 (125,289.08) - guarantee deposited to the broker for the buyback tender offer 0.0000% 0.0000% - 0.0000% 0.0000% - - - receivables related to the cash contributions to the share capital increases performed by portfolio companies 0.0000% 0.0000% - 0.0000% 0.0000% - - - receivables related to transactions under settlement 0.0000% 0.0000% - 0.0000% 0.0000% - - - tax on dividends to be recovered from the State Budget 0.0000% 0.0000% - 0.0000% 0.0000% - - - intangible assets 0.0000% 0.0000% - 0.0000% 0.0000% - - - advance payments for intangible assets 0.0000% 0.0000% - 0.0000% 0.0000% - - - other receivables 0.1492% 0.1342% 3,495,244.30 0.1196% 0.1172% 3,195,444.58 (299,799.72) - in RON 0.1487% 0.1338% 3,483,110.62 0.1192% 0.1167% 3,182,778.00 (300,332.62) - in EUR 0.0000% 0.0000% EUR - - 0.0000% 0.0000% EUR - - - - in GBP 0.0005% 0.0005% GBP 2,080.00 12,133.68 0.0005% 0.0005% GBP 2,080.00 12,666.58 532.90 - prepaid expenses 0.0093% 0.0081% 213,921.28 0.0144% 0.0141% - 388,431.92 174,510.64
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3 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 Item 31 December 2025 30 June 2026 Differences % of the net asset % of the total asset Currency Total RON % of the net asset % of the total asset Currency RON RON II Total liabilities 11.1518% 10.0330% 261,226,418.85 2.1195% 2.0755% 56,611,193.98 (204,615,224.87) 1 Liabilities in relation with the payments of fees due to the A.F.I.A. 0.2546% 0.2291% 5,963,931.75 0.2622% 0.2568% 7,003,942.10 1,040,010.35 - in RON 0.0135% 0.0121% 315,089.03 0.0051% 0.0050% 135,451.50 (179,637.53) - in EUR 0.2412% 0.2170% EUR 1,107,942.08 5,648,842.72 0.2572% 0.2518% EUR 1,309,830.77 6,868,490.60 1,219,647.88 2 Liabilities related to the fees payable to the depositary bank 0.0002% 0.0002% 4,492.84 0.0002% 0.0002% 5,745.22 1,252.38 3 Liabilities related to the fees payable to intermediaries 0.0000% 0.0000% - 0.0000% 0.0000% - - - in RON 0.0000% 0.0000% - 0.0000% 0.0000% - - - in EUR 0.0000% 0.0000% EUR - - 0.0000% 0.0000% EUR - - - - in USD 0.0000% 0.0000% USD - - 0.0000% 0.0000% USD - - - - in GBP 0.0000% 0.0000% GBP - 0.0000% 0.0000% GBP - - 4 Liabilities related to commissions and other bank services 0.0000% 0.0000% - 0.0000% 0.0000% - - 5 Interest payable 0.0000% 0.0000% - 0.0000% 0.0000% - - 6 Issuance expense 0.0000% 0.0000% - 0.0000% 0.0000% - - 7 Liabilities in relation with the fees/commissions to FSA 0.0067% 0.0060% 157,327.78 0.0072% 0.0070% 191,981.02 34,653.24 8 Audit fees 0.0000% 0.0000% - 0.0000% 0.0000% - - 9 Other Liabilities, out of which: 10.8903% 9.7977% 255,100,666.48 1.8499% 1.8115% 49,409,525.64 (205,691,140.84) - short term credit facility 0.0000% 0.0000% - 0.0000% 0.0000% - - - liabilities to the Fund's shareholders related to the dividend distribution 10.6287% 9.5623% 248,971,672.23 1.7152% 1.6796% 45,811,836.84 (203,159,835.39) - liabilities related to the return of capital 0.0000% 0.0000% - 0.0000% 0.0000% - - - liabilities related to Government securities under settlement 0.0000% 0.0000% - 0.0000% 0.0000% - - - provisions 0.0000% 0.0000% - 0.0000% 0.0000% - - - remunerations and related contributions 0.0016% 0.0014% 37,694.00 0.0022% 0.0021% 58,022.00 20,328.00 - VAT payable to State Budget 0.0000% 0.0000% - 0.0000% 0.0000% - - - tax on dividends payable to State Budget 0.1635% 0.1471% 3,830,530.00 0.1034% 0.1012% 2,761,639.00 (1,068,891.00) - other liabilities out of which: 0.0965% 0.0869% 2,260,770.25 0.0291% 0.0286% 778,027.80 (1,482,742.45) - in RON 0.0965% 0.0869% 2,260,770.25 0.0291% 0.0286% 778,027.80 (1,482,742.45) - in EUR 0.0000% 0.0000% EUR - - 0.0000% 0.0000% EUR - - - - in USD 0.0000% 0.0000% USD - - 0.0000% 0.0000% USD - - - - in GBP 0.0000% 0.0000% GBP - - 0.0000% 0.0000% GBP - - - 10 Payables related to buybacks under settlement 0.0000% 0.0000% - 0.0000% 0.0000% - - 11 Other liabilities 0.0000% 0.0000% - 0.0000% 0.0000% - - III Net Asset Value (I - II) 100.0000% 89.9670% 2,342,453,760.70 100.0000% 97.9245% 2,670,986,756.38 328,532,995.68 Unitary Net Asset Value Item 30 June 2026 30 June 2025 Differences Net Asset Value 2,670,986,756.38 2,125,615,846.30 545,370,910.08 Number of outstanding shares, out of which: 2,948,687,179 3,047,153,852 (98,466,673) Individuals 1,567,403,033 1,966,177,250 (398,774,217) Companies 1,381,284,146 1,080,976,602 300,307,544 Unitary net asset value 0.9058 0.6975 0.2083 Number of shareholders, out of which: 21,409 22,605 (1,196) Individuals 21,109 22,258 (1,149) Companies 300 347 (47)
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4 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 DETAILED STATEMENT OF INVESTMENTS AS AT 30 JUNE 2026 1. Securities admitted or traded on a regulated market in Romania, out of which: 1.1 Listed shares traded in the last 30 trading days (working days) Issuer Symbol Date of the last trading session No of shares held Nominal value Share value Total value Stake in the issuer's capital Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset Valuation method Alro SA ALR 30-Jun-26 72,884,714 0.5 1.4150 103,131,870.31 10.21% 3.7811% 3.8612% Closing Price IOR SA IORB 30-Jun-26 2,622,273 0.1 0.1870 490,365.05 0.36% 0.0180% 0.0184% Reference price (Closing Price) Total 103,622,235.36 3.7991% 3.8796% 1.2. Shares not traded in the last 30 trading days (working days) Issuer Symbol Date of the last trading session No of shares held Nominal value Share value Total value Stake in the issuer's capital Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset Valuation method ALCOM SA TIMISOARA ALCQ 10-Feb-17 89,249 2.5 134.9712 12,046,044.63 71.89% 0.4416% 0.4510% Value based on the valuation report as at 31 October 2025 (applying the income approach using the discounted cash flow method) MECON SA MECP 13-Mar-26 60,054 11.6 39.0871 2,347,336.70 12.51% 0.0861% 0.0879% Value based on the valuation report as at 30 June 2025 (applying the asset-based approach) ROMAERO SA RORX 17-Jan-24 1,311,691 2.5 0.0000 0.00 18.87% 0.0000% 0.0000% Valued at zero (insolvency) Total 14,393,381.33 0.5277% 0.5389% 1.3. Shares not traded in the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal filing dates Not the case 1.4. Allocation rights admitted to trading Not the case 1.5. Preferred rights admitted to trading Not the case 1.6. Bonds admitted to trading issued or guaranteed by local government authorities / corporate bonds Not the case 1.7. Bonds admitted to trading issued or guaranteed by central government authorities Not the case 1.8. Other securities admitted to trading on a regulated market Not the case 1.9. Amounts under settlement related to the securities admitted or traded within a trading place in Romania Not the case 2. Securities admitted or traded within a trading place from a member state of EU, out of which:
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5 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 2.1. Shares traded in the last 30 trading days (working days) Not the case 2.2. Bonds admitted to trading issued or guaranteed by local public administration authorities, corporate bonds Not the case 2.3. Bonds admitted to trading issued or guaranteed by central government authorities Not the case 2.4. Other securities admitted to trading within a trading place in other EU member state Not the case 2.5. Amounts being settled for securities admitted to or traded within a trading place in other EU member state Not the case 3. Securities admitted or traded on an exchange from a non-member state of EU 3.1. Shares traded in the last 30 trading days (working days) Not the case 3.2. Issued bonds admitted to trading or guaranteed by local government authorities, corporate bonds traded in the last 30 da ys (working days) Not the case 3.3. Other securities admitted to trading on an exchange in a non-member state of EU Not the case 3.4. Amounts being settled for securities admitted to or traded on a n exchange in a non-member state of EU Not the case 4. Money market instruments traded or listed within a trading place in Romania Not the case 5. Amounts being settled for money market instruments admitted or traded on a regulated market in Romania Not the case 6. Money market instruments traded or listed within a trading place from other EU member state Not the case 7. Amounts under settlement related to money market instruments admitted or traded on a regulated market in another EU Member State
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6 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 Not the case 8. Money market instruments traded or listed on an exchange from a non-member state of EU Not the case 9. Newly issued securities 9.1. Newly issued shares Not the case 9.2. Newly issued bonds Not the case 9.3. Preferential rights (after registration with the Central Depository, prior to admission to trading) Not the case 10. Other securities and money market instruments 10.1 Other securities 10.1.1. Shares not admitted to trading Issuer No. of shares held Nominal value Share value Total value Stake in the issuer's capital % Stake in Fondul Proprietatea total assets Stake in Fondul Proprietate a net asset Company status Valuation method Aeroportul International Mihail Kogalniceanu - Constanta SA 23,159 10 110.7777 2,565,500.75 20.00% 0.0941% 0.0961% Unlisted companies, in function Value based on the valuation report as at 31 October 2025 (applying the income approach using the discounted cash flow method) Aeroportul International Timisoara - Traian Vuia SA 32,016 10 173.3508 5,549,999.21 20.00% 0.2035% 0.2078% Unlisted companies, in function Value based on the valuation report as at 31 August 2025 (applying the income approach using the discounted cash flow method) CN Administratia Canalelor Navigabile SA 203,160 10 66.2189 13,453,031.72 20.00% 0.4932% 0.5037% Unlisted companies, in function Value based on the valuation report as at 31 December 2025 (applying the income approach using the discounted cash flow method) CN Administratia Porturilor Dunarii Fluviale SA 27,554 10 176.516 4,863,721.86 20.00% 0.1783% 0.1821% Unlisted companies, in function Value based on the valuation report as at 31 October 2025 (applying the income approach using the discounted cash flow method) CN Administratia Porturilor Dunarii Maritime SA 21,237 10 213.6501 4,537,287.17 20.00% 0.1663% 0.1699% Unlisted companies, in function Value based on the valuation report as at 31 October 2025 (applying the income approach using the discounted cash flow method) CN Administratia Porturilor Maritime SA 6,466,226 10 62.7723 405,899,878.34 19.99% 14.8812% 15.1966% Unlisted companies, in function Value based on the valuation report as at 31 May 2026 (applying the income approach using the discounted cash flow method) CN Aeroporturi Bucuresti SA 2,875,443 10 555.6013 1,597,599,868.88 20.00% 58.5717% 59.8131% Unlisted companies, in function Value based on the valuation report as at 31 May 2026 (applying the market comparison technique using comparable trading multiples for EV/EBITDA) Complexul Energetic Oltenia SA 5,314,279 10 0 0.00 11.81% 0.0000% 0.0000% Unlisted companies, in function Value based on the valuation report as at 31 October 2025 (applying the income approach using the discounted cash flow method)
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7 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 Issuer No. of shares held Nominal value Share value Total value Stake in the issuer's capital % Stake in Fondul Proprietatea total assets Stake in Fondul Proprietate a net asset Company status Valuation method Plafar SA 132,784 10 0 0.00 48.99% 0.0000% 0.0000% Unlisted companies, in function Priced at zero (lack of financial information needed to prepare a reliable valuation update) Posta Romana SA 14,871,947 1 1.7548 26,097,292.60 6.48% 0.9568% 0.9771% Unlisted companies, in function Value based on the valuation report as at 31 October 2025 (applying the market comparison technique using comparable trading multiples for price/Earnings) ROMPLUMB SA 1,595,520 3 0 0.00 33.26% 0.0000% 0.0000% Bankruptcy Priced at zero Salubriserv SA 43,263 3 0 0.00 17.48% 0.0000% 0.0000% Bankruptcy Priced at zero Simtex SA 132,859 3 0 0.00 30.00% 0.0000% 0.0000% Bankruptcy Priced at zero Societatea Electrocentrale Craiova SA 513,754 10 0 0.00 21.55% 0.0000% 0.0000% Insolvency Priced at zero Societatea Nationala a Sarii SA 2,011,456 10 117.8251 237,000,004.35 48.99% 8.6890% 8.8731% Unlisted companies, in function Value based on the valuation report as at 31 May 2026 (applying the income approach using the discounted cash flow method) World Trade Center Bucuresti SA 198,860 79 0 0.00 19.90% 0.0000% 0.0000% Insolvency Priced at zero Zirom SA 6,000,000 1.6 5.2057 31,234,200.00 100.00% 1.1451% 1.1694% Unlisted companies, in function Value based on the valuation report as at 31 October 2025 updated based on 31 December 2025 financial information (applying the income approach using the discounted cash flow method) Total 2,328,800,784.88 85.3792% 87.1889% 10.1.2. Shares traded under systems other than regulated markets Not the case 10.1.3. Unlisted shares valued at zero value (no updated financial statements submitted to the Trade Register) Issuer No of shares held Nominal value Share value Total value Stake in the issuer's capital Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset World Trade Hotel SA 17,912 1 0 0.00 19.90% 0.0000% 0.0000% Total 0.00 0.0000% 0.0000% 10.1.4. Bonds not admitted to trading ISIN code Trade date No. of instruments Settlement date Coupon date Maturity Date Initial Value Daily interest Cumulated interest Market price / Reference composite price Current value Stake in total bonds issue Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset Valuation method ROXNS8ONSUB3 6-Mar-26 10,000 10-Mar-26 27-Jul-26 27-Jul-26 50,000,000 9,863.01 3,343,561.65 100.0753 53,381,215.65 10.0000% 1.9571% 1.9986% Fair value (reference composite price, including the cumulated interest) Total 53,381,215.65 1.9571% 1.9986% 10.1.5. Amounts being settled for shares traded on systems other than regulated markets Not the case
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8 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 10.2. Other money market instruments mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32/2012 Not the case 10.3 Commercial papers Not the case 11. Available cash in the current accounts and petty cash 11.1. Available cash in the current accounts and petty cash in RON Bank Current value Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset BRD Groupe Societe Generale* 45,959,547.87 1.6850% 1.7207% BRD Groupe Societe Generale - amounts under settlement** (147,704.88) (0.0054%) (0.0055%) Banca Comerciala Romana 37,641.66 0.0014% 0.0014% CITI Bank 1,966.84 0.0001% 0.0001% ING BANK 1,134.51 0.0000% 0.0000% Raiffeisen Bank 868.92 0.0000% 0.0000% Unicredit Tiriac Bank 1,011.37 0.0000% 0.0000% Total 45,854,466.29 1.6811% 1.7167% *The amount held with BRD Groupe Societe Generale represents cash held in the distributions bank accounts which can only be u sed for payments to shareholders. **The amount under settlement according with the bank statement as at 30 June 2026 11.2. Available cash in the current accounts and petty cash in foreign currency Bank Currency Current value NBR exchange rate Current value (in RON) Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset BRD Groupe Societe Generale EUR 740.86 5.2438 3,884.92 0.0001% 0.0001% BRD Groupe Societe Generale GBP 75.12 6.0897 457.46 0.0000% 0.0000% BRD Groupe Societe Generale USD 305.67 4.6010 1,406.39 0.0001% 0.0001% Total 5,748.77 0.0002% 0.0002% 12. Bank deposits by categories: within credit institutions from Romania / EU Member States / non -member EU states Bank deposits in RON Name of the bank Starting date Maturity date Initial value Daily interest Cumulative interest Current value (RON) Stake in Fondul Proprietatea total asset Stake in Fondul Proprietatea net asset Valuation method ING BANK 22-Jun-26 06-Jul-26 5,000,000.00 756.94 6,812.50 5,006,812.50 0.1836% 0.1875% Bank deposit value cumulated with the daily related interest for the period from starting date CITI Bank 22-Jun-26 06-Jul-26 5,000,000.00 763.89 6,875.00 5,006,875.00 0.1836% 0.1875% Raiffeisen Bank 30-Jun-26 01-Jul-26 5,000,000.00 763.89 763.89 5,000,763.89 0.1833% 0.1872% BRD Groupe Societe Generale 30-Jun-26 01-Jul-26 9,389,232.50 1,134.53 1,134.53 9,390,367.03 0.3443% 0.3516% Banca Comerciala Romana 30-Jun-26 01-Jul-26 5,000,000.00 715.28 715.28 5,000,715.28 0.1833% 0.1872% Total 29,389,232.50 16,301.20 29,405,533.70 1.0781% 1.1010% 13. Derivative financial instruments traded on a regulated market 13.1. Future contracts
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9 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 Not the case 13.2. Options Not the case 13.3. Amounts under settlement for derivative financial instruments traded on a regulated market Not the case 14. Derivative financial instruments traded outside of the regulated markets 14.1. Forward contract Not the case 14.2. Swap contract Not the case 14.3. Contracts for differences Not the case 14.4. Other derivative contracts regarding securities, currencies, interest or profitability rates or other derivative instrume nts, financial indices or financial indicators / other derivative contracts regarding goods to be settled in cash or which may be s ettled in cash at the request of one of the parties Not the case 15. Money market instruments, other than those traded on a regulated market, according with art. 35 paragraph (1) letter g) of Law 243/2019 Not the case 16. Treasury bills Not the case 17. Participation titles in the O.P.C.V.M. / AIF 17.1. Participation titles denominated in RON Not the case 17.2. Participation titles denominated in foreign currency Not the case 17.3. Amounts under settlement regarding participation titles denominated in RON Not the case 17.4. Amounts under settlement regarding participation titles denominated in foreign currency Not the case
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10 fondulproprietatea.ro Annex 2 Statement of Assets and Obligations as at 30 June 2026, prepared in accordance with FSA Regulation 7/2020 18. Dividends or other receivable rights 18.1. Dividends receivable Issuer Symbol Ex-dividend date No. of shares held Gross dividend Net dividend to be received Stake in Fondul Proprietatea total assets Stake in Fondul Proprietatea net asset CN Aeroporturi Bucuresti SA AERB 11-May-26 2,875,443 40.4000 116,156,970.15 4.2586% 4.3488% Societatea Nationala a Sarii SA SNS 21-May-26 2,011,456 16.1000 32,393,737.73 1.1876% 1.2128% 148,550,707.88 5.4462% 5.5616% 18.2. Shares distributed without cash consideration Not the case 18.3. Shares distributed with cash consideration Not the case 18.4. The amount to be paid for shares distributed in exchange of cash consideration Not the case 18.5. Preference rights non-tradable/non-transferable Not the case Evolution of the net asset and the net asset unitary value in the last 3 years Item 31 December 2024 31 December 2025 30 June 2026 Net Asset 2,250,041,448.50 2,342,453,760.70 2,670,986,756.38 NAV/share 0.7029 0.7944 0.9058 Leverage of Fondul Proprietatea Method type Leverage level Exposure amount a) Gross method 91.61% 2,446,822,150.34 b) Commitment method 100.00% 2,670,986,756.38 Franklin Templeton International Services S.à r.l acting in its capacity of Sole Director and Alternative Investment Fund Manager of Fondul Proprietatea SA BRD Groupe Societe Generale Daniel Naftali Victor Strambei Permanent representative Manager Depositary Department
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1 fondulproprietatea.ro Annex 3 Statement of persons responsible Annex 3 Statement of persons responsible In accordance with the provisions of Law no. 24/2017, Article 67 Entity: Fondul Proprietatea SA Address: Bucharest, District 1, 76–80 Buzesti street, 7th floor Trade Registry Number: J2005021901408/28.12.2005 Sole Registration Code: 18253260 The undersigned Daniel Naftali, Permanent Representative with Franklin Templeton International Services S.à r.l as Sole Director of Fondul Proprietatea SA and Cadaru Catalin, Fund Administration and Oversight Senior Manager, undertake the responsibility for the preparation of the condensed interim financial statements for the six-month period ended 30 June 2026 and confirm that: a) the condensed interim financial statements are in compliance with the applicable accounting regulations; b) the condensed interim financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of Fondul Proprietatea SA; c) the Semi-annual report for the six-month period ended 30 June 2026 of Franklin Templeton International Services S.à r.l regarding the management and administration of Fondul Proprietatea SA for the same period includes an accurate overview of the developments and performance of Fondul Proprietatea SA. Daniel Naftali Permanent Representative Catalin Cadaru Fund Administration and Oversight Senior Manager Franklin Templeton International Services S.À R.L, in its capacity of Sole Director and Alternative Investment Fund Manager of Fondul Proprietatea SA