Fondul Proprietatea

Transaction in Own Shares • Dec 4, 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 26 – 30 November 2018:

FONDUL PROPRIETATEA S.A. Bucharest Stock Exchange Symbol: FP
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
f) Total number of shares and equivalent shares of 1,565,999 out of
1,333,999
equivalent shares of current number of GDRs 232,000
g) Total value of the transactions performed in the 1,472,689.35
1,253,908.01 estimated value of the equivalent shares of GDRs 218,781.34 based on the exchange rate communicated by the
h) Total number of shares and equivalent shares of 1,476,666,600 GDRs repurchased since the start of the ninth buy-back
862,594,400
equivalent shares of current number of GDRs 614,072,200 (representing 12,281,444 GDRs)
equivalent shares of current number of GDRs 613,050,200 (representing 12,261,004 GDRs)
% of subscribed share capital as at 31 October 16.0924% (and 16.9011% computed to the total outstanding treasury shares and equivalent)
converted in shares from the start of ninth buy

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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-	% of paid-up share capital as at 31 October 2018	16.7568%	(and	17.5989%	computed	to	the	total
		outstanding treasury shares and equivalent)
-	% of total voting rights as at 31 October 2018	20.2871%	(and	21.3066%	computed	to	the	total
		outstanding treasury shares and equivalent)
	i) Total value of the shares repurchased since the start	1,376,365,850.64
	of the ninth buy-back program (RON)
-	value of the shares acquisition (RON)	803,895,325.34
-	estimated value of the equivalent shares of GDRs	572,470,525.30
	based on the exchange rate communicated by the
	National Bank of Romania (RON)
j) Number of shares left to be repurchased within the		284,357,902
	ninth buy-back programme as of the date of this
notification1

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)
26 November 2018	BVB	RON 0.9340	223,562 shares	RON 208,806.91
27 November 2018	BVB	RON 0.9372	218,321 shares	RON 204,610.44
	LSE	USD 11.5000	4,640 GDRs (232,000	USD 53,360.00
			shares equivalent)
28 November 2018	BVB	RON 0.9438	441,078 shares	RON 416,289.42
29 November 2018	BVB	RON 0.9405	451,038 shares	RON 424,201.24

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