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SEC Filings

SC 13G
FRANKLIN RESOURCES INC filed this Form SC 13G on 02/05/2018
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          CUSIP NO. M8769Q102                    13G                               Page 12 of 13


                                                                           LIMITED POWER OF ATTORNEY


                                                             SECTION 13 AND 16 REPORTING OBLIGATIONS


            Know all by these presents, that the undersigned hereby makes, constitutes and appoints

          each of Alison E. Baur, Maria Gray, Steven J. Gray, Kimberly H. Novotny, Karen L.

          Skidmore, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s

          true and lawful attorney‑in‑fact, with full power and authority as hereinafter described

          on behalf of and in the name, place and stead of the undersigned to:

          (1)  prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and

          Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the

          United States Securities and Exchange Commission and any national securities exchanges

          relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed‑end company to

          which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as

          considered necessary or advisable under Regulation S‑T and Sections 13(d) and 16(a) of the

          Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as

          amended from time to time (the “Exchange Act”); and

          (2)  seek or obtain, as the undersigned’s representative and on the undersigned’s behalf,

          information on transactions in the securities of any Reporting Entity from any person,

          including brokers, employee benefit plan administrators and trustees, and the undersigned

          hereby authorizes any such person to release any such information to the undersigned and

          approves and ratifies any such release of information; and

          (3)  perform any and all other acts which in the discretion of such attorney‑in‑fact are

          necessary or desirable for and on behalf of the undersigned in connection with the



                  The undersigned acknowledges that:

          (1)  this Limited Power of Attorney authorizes, but does not require, each such

          attorney‑in‑fact to act in their discretion on information provided to such

          attorney‑in‑fact without independent verification of such information;

          (2)  any documents prepared and/or executed by any such attorney‑in‑fact on behalf of the

          undersigned pursuant to this Limited Power of Attorney will be in such form and will

          contain such information and disclosure as such attorney‑in‑fact, in his or her

          discretion, deems necessary or desirable;

          (3)  none of FRI, any Reporting Entity nor any of such attorneys‑in‑fact assumes (i) any

          liability for the undersigned’s responsibility to comply with the requirements of the

          Exchange Act, (ii) any liability of the undersigned for any failure to comply with such

          requirements, or (iii) any obligation or liability of the undersigned for profit

          disgorgement under Section 16(b) of the Exchange Act; and

          (4)  this Limited Power of Attorney does not relieve the undersigned from responsibility

          for compliance with the undersigned’s obligations under the Exchange Act, including

          without limitation, the reporting requirements under Section 16 of the Exchange Act.

            The undersigned hereby gives and grants each of the foregoing attorneys‑in‑fact full

          power and authority to do and perform all and every act and thing whatsoever requisite,

          necessary or appropriate to be done in and about the foregoing matters as fully to all

          intents and purposes as the undersigned might or could do if present, hereby ratifying all

          that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall lawfully

          do or cause to be done by virtue of this Limited Power of Attorney.

            This Limited Power of Attorney shall remain in full force and effect until revoked by

          the undersigned in a signed writing delivered to each such attorney‑in‑fact.

            IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be

          executed as of this     27th            day of      February       , 2017.


                                                                                                                          /s/Rupert H. Johnson, Jr.



                                                                                                                          Rupert H. Johnson, Jr.

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