Fondul Proprietatea

Transaction in Own Shares • Apr 11, 2016

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"), represented by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, acting in its capacity as Investment Manager, hereby informs you in its capacity as Issuer on the following information regarding the transactions concluded during 4 – 8 April 2016, 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.
b) Broker's name	Bucharest Stock Exchange Symbol: FP London Stock Exchange Symbol: FP. WOOD & COMPANY FINANCIAL SERVICES A.S. (as buy-back agent in relation to the purchase of shares), and GOLDMAN SACHS INTERNATIONAL (as buy-back
c) Description of the acquired financial instruments	agent in relation to the purchase of GDRs) Ordinary shares issued by the Fund (ISIN ROFPTAACNOR5) listed on the Bucharest Stock Exchange ("BVB"), and
d) Transaction's type	Global Depositary Receipts ("GDRs") corresponding to the Fund's shares listed on the London Stock Exchange ("LSE") Buy-back
e) Details with respect to the execution of the buy	Within the trading session
back market orders f) Total number of shares and equivalent shares of GDRs bought-back in the reporting period,	3,415,637
out of which: - current number of shares bought back	2,165,637
- equivalent shares of current number of GDRs bought back	1,250,000 (representing 25,000 GDRs)
g) Total value of the transactions performed in	2,606,532.78
the reporting period (RON), out of which: - value of the shares acquisition (RON)	1,652,695.98
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of	953,836.80
Romania (RON) h) Total number of shares and equivalent shares of GDRs repurchased since the start of the sixth buy-back program	210,880,518
- number of shares bought back	164,496,618
- equivalent shares of current number of GDRs bought back	46,383,900 (representing 927,678 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of sixth buy-back programme	40,123,700 (representing 802,474 GDRs)
	_____________________ FONDUL PROPRIETATEA S.A., an alternative investment fund • 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 9,869,265,720.90, Paid-up Share Capital: RON 9,541,834,605.90 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

k) Number of shares left to be repurchased from seventh buy-back programme	204,815,025
sixth buy-back programme
j) Number of shares left to be repurchased from	680,889,537
Romania (RON)
GDRs based on the exchange rate communicated by the National Bank of
- estimated value of the equivalent shares of	37,428,230.18
- value of the shares acquisition (RON)	130,439,011.30
i) Total value of the shares repurchased since the start of the sixth buy-back program (RON)	167,867,241.48
2016
- % of total voting rights as at 31 March	2.02
2016
March 2016 - % of paid-up share capital as at 31 March	1.98
- % of subscribed share capital as at 31	1.92

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)
4 April 2016	BVB	0.7662 RON	733,474 shares	561,987.78 RON
	LSE	9.7000 USD	15,000 GDRs (equivalent to 750,000 shares)	145,500.00 USD
5 April 2016	BVB	0.7607 RON	620,421 shares	471,954.25 RON
6 April 2016	BVB	0.7591 RON	398,742 shares	302,685.05 RON
7 April 2016	LSE	9.7500 USD	10,000 GDRs (equivalent to 500,000 shares)	97,500.00 USD
8 April 2016	BVB	0.7653 RON	413,000 shares	316,068.90 RON

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

Adrian CIGHI Legal Representative

FONDUL PROPRIETATEA S.A., an alternative investment fund • 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 9,869,265,720.90, Paid-up Share Capital: RON 9,541,834,605.90 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

___________________________________________________________________________________________________________________________