Fondul Proprietatea

Transaction in Own Shares • Apr 18, 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 11 – 15 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.
	Bucharest Stock Exchange Symbol: FP
b) Broker's name	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 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:	8,389,517
- current number of shares bought back	8,139,517
- equivalent shares of current number of GDRs bought back	250,000 (representing 5,000 GDRs)
g) Total value of the transactions performed in	6,386,077.84
the reporting period (RON), out of which: - value of the shares acquisition (RON)	6,195,734.74
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	190,343.10
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the sixth	219,270,035
buy-back program - number of shares bought back	172,636,135
- equivalent shares of current number of	46,633,900 (representing 932,678 GDRs)
GDRs bought back
- 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	672,500,020
Romania (RON)
GDRs based on the exchange rate communicated by the National Bank of
- estimated value of the equivalent shares of	37,618,573.28
- value of the shares acquisition (RON)	136,634,746.04
the start of the sixth buy-back program (RON)
i) Total value of the shares repurchased since	174,253,319.32
- % of total voting rights as at 31 March 2016	2.10
2016
- % of paid-up share capital as at 31 March	2.06
March 2016
- % of subscribed share capital as at 31	1.99

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	Market on	Average price	Volume of the	Value of the
transaction	which the	per security	transaction	transaction
	securities were traded	(currency)	(no. of securities)	(currency)
11	BVB	0.7605	1,724,894	1,311,781.89
April 2016		RON	shares	RON
12	BVB	0.7609	1,449,999	1,103,304.24
April 2016		RON	shares	RON
	LSE	9.7000 USD	5,000 GDRs (equivalent to 250,000 shares)	48,500.00 USD
13	BVB	0.7621	1,889,942	1,440,324.80
April 2016		RON	shares	RON
14	BVB	0.7613	1,995,684	1,519,314.23
April 2016		RON	shares	RON
15	BVB	0.7609	1,078,998	821,009.58
April 2016		RON	shares	RON

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

Oana Valentina TRUŢA 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

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