Fondul Proprietatea

Transaction in Own Shares • Dec 4, 2017

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the ninth 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 27 November – 1 December 2017, per 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
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 JEFFERIES INTERNATIONAL LIMITED (as buy-back
c) Description of the acquired financial instruments	agent in relation to the purchase of GDRs) Ordinary shares issued by the Fund (ISIN ROFPTAACNOR5) listed on the Bucharest Stock Exchange ("BVB"), and Global Depositary Receipts ("GDRs") (ISIN US34460G1067) 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:	2,146,743.00
- current number of shares bought back	1,671,743.00
- equivalent shares of current number of GDRs bought back	475,000.00 (representing 9,500 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	1,798,852.08
- value of the shares acquisition (RON)	1,401,616.47
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	397,235.61
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the ninth buy-back program	11,831,007.00
- number of shares bought back	7,597,107.00
- equivalent shares of current number of GDRs bought back	4,233,900.00 (representing 84,678 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of ninth buy-back programme	0
% of subscribed share capital as at 29 November 20171 -	0.0230% (and 2.5161% computed to the total outstanding treasury shares and equivalent)
% of paid-up share capital as at 29 November 20172 -	0.0239% (and 2.6181% computed to the total outstanding

¹ 29 November 2017 was the date when the share capital decrease of 3 May 2017 became effective.

__________________________________________________________________________________________________________________________________________________________________________ ² 29 November 2017 was the date when the share capital decrease of 3 May 2017 became effective.

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 4,854,034,784.56, Paid-up Share Capital: RON 4,664,852,362.56 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

-	% of total voting rights as at 31 October 20173	treasury shares and equivalent) 0.0245% (and 2.6834% computed to the total outstanding treasury shares and equivalent)
	i) Total value of the shares repurchased since the start of the ninth buy-back program (RON)	9,948,563.85
-	value of the shares acquisition (RON)	6,370,015.12
-	estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	3,578,548.73
	j) Number of shares left to be repurchased within the ninth buy-back programme as of the date of this notification4	1,622,386,437

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)
27 November 2017	BVB	RON 0.8330	98,772 shares	RON 82,277.08
28 November 2017	BVB	RON 0.8312	502,169 shares	RON 417,402.87
	LSE	USD 10.7500	9,500 GDRs (475,000 shares equivalent)	USD 102,125.00
29 November 2017	BVB	RON 0.8423	1,070,802 shares	RON 901,936.52

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

Oana Valentina TRUȚA 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 4,854,034,784.56, Paid-up Share Capital: RON 4,664,852,362.56 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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³ The shares and / or equivalent shares of GDRs repurchased by the Fund do not grant voting rights. The computations above referred to the voting rights where computed in reference to the last available shareholding structure from Central Depositary, i.e. 31 October 2017, and it will be updated once the November structure will become available.

⁴ As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 5 of 26 October 2017, the ninth 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 20% of the subscribed share capital at the relevant time, which represents a total of 1,866,936,455 own shares as of the date of this notification; however, after the cancellation of the shares acquired within the previous / ongoing buyback programmes, the 20% limitation will change and the Fund will notify the market accordingly.