Fondul Proprietatea

Transaction in Own Shares • Dec 10, 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 3 – 7 December 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
e) Details with respect to the execution of the buy-back Within the trading session
f) Total number of shares and equivalent shares of 2,407,591 GDRs bought-back in the reporting period, out of
1,908,691
equivalent shares of current number of GDRs 498,900
g) Total value of the transactions performed in the 2,283,147.75
1,809,590.82 estimated value of the equivalent shares of GDRs 473,556.93 based on the exchange rate communicated by the
h) Total number of shares and equivalent shares of 1,479,074,191 GDRs repurchased since the start of the ninth buy-back
864,503,091
equivalent shares of current number of GDRs 614,571,100 (representing 12,291,422 GDRs)
equivalent shares of current number of GDRs 613,050,200 (representing 12,261,004 GDRs)
% of subscribed share capital as at 30 November 16.1186% (and 16.9274% 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

________________________________________________________________________________________________________

-	% of paid-up share capital as at 30 November 2018	16.7841% (and 17.6262% computed to the total outstanding treasury shares and equivalent)
-	% of total voting rights as at 30 November 2018	20.3663% (and 21.3881% 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)	1,378,648,998.39
-	value of the shares acquisition (RON)	805,704,916.16
-	estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	572,944,082.23
notification1	j) Number of shares left to be repurchased within the ninth buy-back programme as of the date of this	281,950,311

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)
3 December 2018	BVB	RON 0.9402	446,274 shares	RON 419,586.81
4 December 2018	BVB	RON 0.9514	471,605 shares	RON 448,685.00
5 December 2018	BVB	RON 0.9500	469,487 shares	RON 446,012.65
6 December 2018	BVB	RON 0.9500	493,317 shares	RON 468,651.15
7 December 2018	BVB	RON 0.9517	28,008 shares	RON 26,655.21
	LSE	USD 11.5500	9,978 GDRs (498,900 shares equivalent)	USD 115,245.90

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