Fondul Proprietatea

Share Issue/Capital Change • Oct 27, 2016

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RNS Number : 6278N

Fondul Proprietatea S.A.

27 October 2016

To:          Bucharest Stock Exchange                 Financial Supervisory Authority                London Stock Exchange Current report according to Article 113 (A) para. (1) letter i) of the Romanian National Securities Commission Regulation no. 1/2006 regarding the issuers and the operations with securities, as subsequently amended and completed, as well as the provisions of Article 99 letter f) of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments. Important events to be reported: Registration with the Trade Registry of the decrease of the subscribed share capital following the cancellation of 179,598,899 shares   Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch ("the Investment Manager"), in its capacity as investment manager of Fondul Proprietatea SA ("the Fund"), would like to inform shareholders and investors that the share capital decrease from the cancellation of 179,598,899 was registered by the Trade Registry on 26 October 2016. Therefore, the capacity of the current buy-back programme executed by the Investment Manager increases with 179,598,899 shares. As a reminder, this relates to the Resolution no. 4/26 April 2016 of the Fund's Extraordinary General Shareholders Meeting to approve the decrease of the subscribed registered share capital from RON 9,320,973,180.85 to RON 9,168,314,116.70, by cancelling a number of 179,598,899 own shares acquired by the Fund ("EGM Resolution no. 4/26 April 2016"), endorsed by the Financial Supervisory Authority's Endorsement no. 264/12 October 2016. Therefore, starting 26 October 2016, the new value of the Fund's subscribed share capital is RON 9,168,314,116.70 divided into 10,786,251,902 shares with a nominal value of RON 0.85 / share. The value of the paid-up share capital is RON 8,859,073,619.20 divided into 10,422,439,552 shares with a nominal value of RON 0.85 / share. Please find enclosed herein the full text of the English translation of FSA's Endorsement no. 264/12 October 2016. Please note that the Fund's Constitutive Act in force can be accessed on the Fund's webpage, at: http://www.fondulproprietatea.ro/sites/default/files/constitutive_act_ updated_as_at_26_october_2016_to_be_published_on_the_website.pdf Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch acting as Investment Manager of FONDUL PROPRIETATEA S.A. Oana Valentina TRUŢA Legal Representative

Report date: 27 October 2016 Name of the issuing entity:                Fondul Proprietatea S.A. Registered office:    78-80 Buzesti St., 7th 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 9,168,314,116.70 Paid-up share capital: RON 8,859,073,619.20 Number of shares in issue: 10,786,251,902 Number of paid shares: 10,422,439,552 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange

Unofficial Translation from Romanian

To:

FRANKLIN TEMPLETON INTERNATIONAL SERVICES SARL

78-80 Buzesti Street, 7-8 floors, Premium Point

1st district, 011017, Bucharest, Romania

Fax: 021.200.96.31/32

Stamp applied: Financial Supervisory Authority

Entry / Exit No. SI/ DRA 4712.1/ 13 October 2016

Stamp applied: Fondul Proprietatea S.A.

Entry no. 1051/ 13 October 2016

To Mrs. Oana Valentina TRUTA - Permanent Representative

Dear Madam,

With regards your letter registered with the FSA under no. RG/65982/14 September 2016, whereby you have requested the endorsement of the changes of the documents in question at the time of registration of S.C. Fondul Proprietatea S.A., namely the Constitutive Act of the company, as approved by Resolution no. 1/27 January 2016 of the Extraordinary General Shareholders Meeting of Fondul Proprietatea SA, we enclose in the Annex herein, the FSA Endorsement no. 264/12 October 2016, in original.

Sincerely yours,

Florentina Boboc

Manager

Illegible signature

FSA - RAD stamp applied

Regulation and Authorization Division

Financial Supervisory Authority - Financial Instruments and Investments Sector

15 Splaiul Independentei, 5th district, Bucharest, code 050092

Tel: 0216596206; Fax: 0216596051

www.asfromania.ro, office@asfromania.ro

FSA is a personal data operator registered under the no. 33477

FINANCIAL SUPERVISORY AUTHORITY

ENDORSMENT NO. 264 / 12 October 2016

Whereas the provisions of Art. 2 paragraph (1) letters a) and d), Art. 3 paragraph (1) letters a), Art. 6 paragraphs (1) and (3), Art. 14, Art. 27 and Art. 28 of the Government Emergency Ordinance no. 93/2012 on the establishment, organisation and operation of the Financial Supervisory Authority, approved as amended and supplemented by Law no. 113/2013, as subsequently amended and supplemented,

According to the provisions of Art. 14 paragraph (1) letter b) and letter c) and paragraph (3) of Regulation no. 4/2010 on the registration with the National Securities Commission and operation of the trade company "Fondul Proprietatea" SA and the trading of its shares issued thereof, with further amendments and supplementing,

Considering S.C. Fondul Proprietatea SA request registered with the FSA under no. 65982/14 September 2016,

On the basis of the analysis of the specialized direction and of the resolution of the Board of the Financial Supervisory Authority adopted during the meeting held on 12 October 2016, the Financial Supervisory Authority issues the following

ENDORSEMENT

Art. 1. The amendments provided under Art. 7 para. (1) of the Constitutive Act of S.C. Fondul Proprietatea SA are hereby endorsed, following the decrease of the share capital from RON 9,320,973,180.85 to RON 9,168,314,116.70, in accordance with the Extraordinary General Shareholders Meeting Resolution of S.C. Fondul Proprietatea SA no. 4/ 26 April 2016.

Art. 2. This Endorsement becomes effective as of the date it is communicated to S.C. Fondul Proprietatea S.A. and shall be published in the Bulletin of the Financial Supervisory Authority, in electronic format.

CHAIRMAN

Misu NEGRITOIU

Illegible signature

FSA Stamp applied

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