Fondul Proprietatea

Transaction in Own Shares • May 23, 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 16 – 20 May 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
	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
d) Transaction's type	Fund's shares listed on the London Stock Exchange ("LSE") 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	5,423,692
of GDRs bought-back in the reporting period,
out of which:
- current number of shares bought back	5,423,692
- equivalent shares of current number of GDRs bought back	0 (representing 0 GDRs)
g) Total value of the transactions performed in	3,984,824.14
the reporting period (RON), out of which:
- value of the shares acquisition (RON)	3,984,824.14
- estimated value of the equivalent shares of GDRs based on the exchange rate	0
communicated by the National Bank of
Romania (RON)
h) Total number of shares and equivalent shares	251,803,060
of GDRs repurchased since the start of the sixth
buy-back program
- number of shares bought back	204,429,160
- equivalent shares of current number of GDRs bought back	47,373,900 (representing 947,478 GDRs)
- equivalent shares of current number of	40,123,700 (representing 802,474 GDRs)
GDRs converted in shares from the start of
sixth buy-back programme	_____________________
	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

i) Total value of the shares repurchased since the start of the sixth buy-back program (RON) - value of the shares acquisition (RON) - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON) j) Number of shares left to be repurchased from sixth buy-back programme k) Number of shares left to be repurchased from	204,815,025
	639,966,995
	38,181,070.92
	160,234,982.82
	198,416,053.74
- % of total voting rights as at 30 April 2016	2.42
- % of paid-up share capital as at 30 April 2016	2.37
- % of subscribed share capital as at 30 April 2016	2.29

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 May 2016	BVB	0.7189 RON	516,230 shares	371,117.75 RON
17 May 2016	BVB	0.7233 RON	879,029 shares	635,801.68 RON
18 May 2016	BVB	0.7281 RON	396,936 shares	289,009.10 RON
19 May 2016	BVB	0.7403 RON	1,139,596 shares	843,642.92 RON
20 May 2016	BVB	0.7405 RON	2,491,901 shares	1,845,252.69 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

___________________________________________________________________________________________________________________________