Fondul Proprietatea

Transaction in Own Shares • Jul 5, 2016

To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report according to Article 99 (s) of the Code of the Bucharest Stock Exchange Market Operator, Title II, Issuers and Financial Instruments

Important events to be reported:

Resuming the public tender offer process in relation to the acceleration of the sixth buy-back programme

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, in its capacity as Investment Manager ("the Investment Manager") of Fondul Proprietatea SA ("the Fund"), would like to inform shareholders about the decision taken to resume the public tender offer process suspended in January 2016 due to the market conditions.

As such, the Investment Manager would like to inform shareholders that it has submitted today for approval to the Financial Supervisory Authority (the "FSA") an application for a tender offer for cash of its own shares in relation to the sixth buy-back programme approved by the Shareholders' Resolution no. 5/27 April 2015. The Investment Manager would also like to inform shareholders and investors that it has engaged Wood & Company Financial Services, A.S. as intermediary in relation to the purchase of shares and intends to engage Goldman Sachs International and Wood & Company Financial Services, A.S. as dealer managers and The Bank of New York Mellon as tender agent in relation to the purchase of global depositary receipts ("GDRs"). Under this tender offer, the Fund intends to repurchase up to 575,000,000 shares (both in the form of shares and GDRs) from its shareholders.

It is expected that full details of the tender offer, including pricing, will be announced if and when approval is received from the FSA, which is expected to occur within 10 business days according to the regulations in force.

In light of this development, the Fund would also like to report that the daily execution of the buy-back programme with respect to shares on the Bucharest Stock Exchange and GDRs on the London Stock Exchange has been suspended from 27 June 2016; any restart after the closing of the tender offer will be announced in due course.

Report date: 5 July 2016

Name of the issuing entity: Fondul Proprietatea S.A.

Registered office:

78-80 Buzesti St., 7 th floor, district 1, Bucharest, postal code 011017

Phone/fax number:

Tel.: + 40 21 200 9600

Fax: + 40 21 200 9631

Sole Registration Code with the Trade Register Office: 18253260

Order number in the Trade Register: J40/21901/2005

Subscribed share capital:

RON 9,320,973,180.85

Paid-up share capital: RON 9,011,732,683.35

Number of shares in issue: 10,965,850,801

Number of paid shares: 10,602,038,451

Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange

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Important disclaimer to shareholders and investors:

The filing of the application for the approval of the envisaged tender offer disclosed herein does not constitute a guarantee that the Fund will actually proceed with the Tender Offer; the Fund's decision to launch the Tender Offer will depend on several factors (including the market conditions and the approval of the Tender Offer documentation by the FSA).

If the Tender Offer proceeds, the tender and the purchase of the shares and GDRs will be carried out exclusively in accordance with the terms and conditions of the Tender Offer Document if and when published. The information contained in this announcement is for background purposes only and does not purport to be full or complete. This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase, exchange or subscribe for any securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.

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

Grzegorz Konieczny 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 9,320,973,180.85, Paid-up Share Capital: RON 9,011,732,683.35 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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