Fondul Proprietatea

Transaction in Own Shares • Nov 23, 2015

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE

Re: Notification regarding the transactions performed within the buy-back programme

From: FONDUL PROPRIETATEA S.A.

The undersigned, FONDUL PROPRIETATEA S.A. ("FP / The Fund"), duly represented by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, acting in its capacity as Sole Director and Fund Manager, hereby inform you in its capacity of issuer on the following information regarding the transactions concluded during 16 – 20 November 2015, according to Article 150 of the NSC's Regulation no. 1/2006 regarding issuers and operations with securities:

a) Issuer's name (buyer)	FONDUL PROPRIETATEA S.A. Bucharest Stock Exchange Symbol: FP London Stock Exchange Symbol: FP.
b) Broker's name	WOOD & COMPANY FINANCIAL SERVICES A.S. (as buy-back agent in relation to the purchase of shares), and GOLDMAN SACHS INTERNATIONAL (as buy back agent in relation to the purchase of GDRs)
c) Description of the acquired financial instruments	Ordinary shares issued by the Fund (ISIN ROFPTAACNOR5) listed on the Bucharest Stock Exchange ("BVB"), and Global Depositary Receipts ("GDRs") corresponding to the Fund's shares listed on the London Stock Exchange ("LSE")
d) Transaction's type	Buy-back
e) Details with respect to the execution of the buy back market orders	Within the trading session
f) Total number of shares and equivalent shares of GDRs bought-back in the reporting period, out of which:	14,481,000
- current number of shares bought back	10,816,000
- equivalent shares of current number of GDRs bought back	3,665,000 (representing 73,300 GDRs)
g) Total value of the transactions performed in	11,852,866.06

the reporting period (RON), out of which:

FONDUL PROPRIETATEA S.A., a closed-end investment company administrated under a unitary system • Headquarters at: 78-80 Buzesti Street, 7th floor, Bucharest 1st district, postal code 011017, Romania. • Fiscal Identification Code (CIF): 18253260, registered with the Trade Registry under no: J40/21901/2005 • Register on Data Protection Notification Register under number 18668 • Subscribed share capital RON 10,074,080,745.90, Paid-up Share Capital: RON 9,746,649,630.90 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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- value of the shares acquisition (RON)	8,828,868.40
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	3,023,997.66
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the buy back program	110,705,958
- number of shares bought back	73,781,258
- equivalent shares of current number of GDRs bought back	36,924,700 (representing 738,494 GDRs)
- % of subscribed share capital as at 30 October 2015 (including 227,572,250 shares bought back during the fifth buyback programme)	3.0221
- % of paid-up share capital as at 30 October 2015 (including 227,572,250 shares bought back during the fifth buyback programme)	3.1236
- % of voting rights as at 30 October 2015 (including 227,572,250 shares bought back during the fifth buyback programme)	3.2077
i) Total value of the shares repurchased since	89,869,359.75
the start of the buy-back program (RON) - value of the shares acquisition (RON)	59,812,701.64
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	30,056,658.11
j) Number of shares left to be repurchased	781,064,097

The details of the transactions carried out during the reporting period with respect to the shares and GDRs issued by Fondul Proprietatea SA for the purpose of the buy-back are described further below:

Date of the transaction	Market on which the securities were traded	Average price per security (currency)	Volume of the transaction (no. of securities)	Value of the transaction (currency)
16 November 2015	BVB	0.8214 RON	2,676,000 shares	2,198,066.40 RON
	LSE	10.00 USD	26,700 GDRs	267,000.00 USD
			(equivalent of 1,335,000 shares)

FONDUL PROPRIETATEA S.A., a closed-end investment company administrated under a unitary system • Headquarters at: 78-80 Buzesti Street, 7th floor, Bucharest 1st district, postal code 011017, Romania. • Fiscal Identification Code (CIF): 18253260, registered with the Trade Registry under no: J40/21901/2005 • Register on Data Protection Notification Register under number 18668 • Subscribed share capital RON 10,074,080,745.90, Paid-up Share Capital: RON 9,746,649,630.90 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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17 November 2015	BVB	0.816 RON	2,660,000 shares	2,170,560.00 RON
	LSE	9.965 USD	26,600 GDRs (equivalent of 1,330,000 shares)	265,069.00 USD
18 November 2015	BVB	0.8105 RON	2,600,000 shares	2,107,300.00 RON
	LSE	9.925 USD	20,000 GDRs (equivalent of 1,000,000 shares)	198,500.00 USD
19 November 2015	BVB	0.8169 RON	2,700,000 shares	2,205,630.00 RON
20 November 2015	BVB	0.8184 RON	180,000 shares	147,312.00 RON

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Sole Director of FONDUL PROPRIETATEA S.A.

Adrian CIGHI Legal Representative

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