Fondul Proprietatea

Transaction in Own Shares • Dec 19, 2016

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the seventh 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 12 – 16 December 2016, according to Article 150 paragraph (2) 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 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	Within the trading session
market orders f) Total number of shares and equivalent shares of
GDRs bought-back in the reporting period, out of	6,672,239
which:
- current number of shares bought back	6,672,239
- equivalent shares of current number of GDRs bought back	0 (representing 0 GDRs)
g) Total value of the transactions performed in the	5,302,996.10
reporting period (RON), out of which:
- value of the shares acquisition (RON)	5,302,996.10
- estimated value of the equivalent shares of GDRs	0
based on the exchange rate communicated by the
National Bank of Romania (RON)
h) Total number of shares and equivalent shares of	73,402,957
GDRs repurchased since the start of the seventh buy
back program
- number of shares bought back	73,402,957
- equivalent shares of current number of GDRs bought back	0 (representing 0 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of seventh buy	0 (representing 0 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 9,168,314,116.70, Paid-up Share Capital: RON 8,859,073,619.20 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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back programme

• % of subscribed share capital as at 29 November 2016 0.68
• % of paid-up share capital as at 29 November 2016 0.70
• % of total voting rights as at 29 November 2016 0.76

i) Total value of the shares repurchased since the start of the seventh buy-back program (RON) 58,608,126.12 - value of the shares acquisition (RON) 58,608,126.12

• estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON) 0

j) Number of shares left to be repurchased from the seventh buy-back programme as of the date of this notification¹ 293,051,077

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)
12 December 2016	BVB	RON 0.7951	1,316,713 shares	RON 1,046,918.51
13 December 2016	BVB	RON 0.7940	1,344,599 shares	RON 1,067,611.61
14 December 2016	BVB	RON 0.7959	1,033,503 shares	RON 822,565.04
15 December 2016	BVB	RON 0.7930	1,427,841 shares	RON 1,132,277.91
16 December 2016	BVB	RON 0.7961	1,549,583 shares	RON 1,233,623.03

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 9,168,314,116.70, Paid-up Share Capital: RON 8,859,073,619.20 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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¹ As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 9 of 29 October 2015, the seventh buyback programme refers to the acquisition by the Fund of a maximum number of shares and / or equivalent GDRs corresponding to the Fund's shares computed so that all the outstanding treasury shares (acquired during this programme and/or previous ones) will not exceed 10% of the subscribed share capital at the relevant time, which represents a total of 293,051,077own shares as of the date of this notification