Fondul Proprietatea

Transaction in Own Shares • Dec 28, 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 21 - 24 December 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:	3,764,530
- current number of shares bought back	3,514,530
- equivalent shares of current number of GDRs bought back	250,000 (representing 5,000 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	3,035,519.41
- value of the shares acquisition (RON)	2,833,065.53

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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- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	202,453.88
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the buy back program	148,310,964
- number of shares bought back	109,736,264
- equivalent shares of current number of GDRs bought back	38,574,700 (representing 771,494 GDRs)
- % of subscribed share capital as at 30 November 2015 (including 227,572,250 shares bought back during the fifth buyback programme)	3.35
- % of paid-up share capital as at 30 November 2015 (including 227,572,250 shares bought back during the fifth buyback programme)	3.47
- % of voting rights as at 30 November 2015 (including 227,572,250 shares bought back during the fifth buyback programme)	3.58
i) Total value of the shares repurchased since the start of the buy-back program (RON)	120,298,379.30
- value of the shares acquisition (RON)	88,890,290.45
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	31,408,088.85
j) Number of shares left to be repurchased	743,459,091

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)
21 December 2015	BVB	0.8044 RON	1,284,530 shares	1,033,275.93 RON

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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22 December 2015	BVB	0.8072 RON	1,897,000 shares	1,531,258.40 RON
	LSE	9.75 USD	5,000 GDRs (equivalent to 250,000 shares)	48,750.00 USD
23 December 2015	BVB	0.8064 RON	333,000 shares	268,531.20 RON

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

Oana Valentina TRUŢA Legal Representative

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