Fondul Proprietatea

Transaction in Own Shares • Nov 12, 2018

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 5 – 9 November 2018:

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 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") Buy-back
c) Description of the acquired financial instruments d) Transaction's type
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:	5,275,124
- current number of shares bought back	5,275,124
- equivalent shares of current number of GDRs bought back	0
g) Total value of the transactions performed in the reporting period (RON), out of which:	4,969,805.66
- value of the shares acquisition (RON)	4,969,805.66
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	0
h) Total number of shares and equivalent shares of	1,468,693,164
GDRs repurchased since the start of the ninth buy-back
program - number of shares bought back	855,895,464
- equivalent shares of current number of GDRs bought back	612,797,700 (representing 12,255,954 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of ninth buy back programme	603,922,600 (representing 12,078,452 GDRs)
- % of subscribed share capital as at 31 October 2018	16.0055% (and 16.8142% computed to the total outstanding treasury shares and equivalent)

________________________________________________________________________________________________________________________________________________________________________ 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 • Subscribed share capital RON 4,771,610,196.08, Paid-up Share Capital: RON 4,582,427,774.08 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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notification¹

• % of paid-up share capital as at 31 October 2018 16.6663% (and 17.5084% computed to the total outstanding treasury shares and equivalent) - % of total voting rights as at 31 October 2018 20.1776% (and 21.1971% 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) 1,368,856,954.68 - value of the shares acquisition (RON) 797,585,037.44 - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON) 571,271,917.24 j) Number of shares left to be repurchased within the ninth buy-back programme as of the date of this 292,331,338

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)
5	BVB	RON	1,417,982	RON
November 2018		0.9389	shares	1,331,343.30
6	BVB	RON	797,266	RON
November 2018		0.9400	shares	749,430.04
7	BVB	RON	1,242,128	RON
November 2018		0.9448	shares	1,173,562.53
8	BVB	RON	1,413,530	RON
November 2018		0.9434	shares	1,333,524.20
9	BVB	RON	404,218	RON
November 2018		0.9449	shares	381,945.59

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

Johan MEYER Legal Representative

________________________________________________________________________________________________________________________________________________________________________ ¹ 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 1,761,024,502 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.

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 • Subscribed share capital RON 4,771,610,196.08, Paid-up Share Capital: RON 4,582,427,774.08 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro