Fondul Proprietatea

Transaction in Own Shares • Dec 17, 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 10 – 14 December 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
c) Description of the acquired financial instruments	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")
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:	2,180,214
- current number of shares bought back	564,214
- equivalent shares of current number of GDRs bought back	1,616,000
g) Total value of the transactions performed in the reporting period (RON), out of which:	2,072,270.05
- value of the shares acquisition (RON)	538,872.36
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the	1,533,397.69
National Bank of Romania (RON) h) Total number of shares and equivalent shares of GDRs repurchased since the start of the ninth buy-back	1,481,254,405
program
- number of shares bought back	865,067,305
- equivalent shares of current number of GDRs bought back	616,187,100 (representing 12,323,742 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of ninth buy	613,050,200 (representing 12,261,004 GDRs)
back programme - % of subscribed share capital as at 30 November 2018	16.1424% (and 16.9511% 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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• % of paid-up share capital as at 30 November 2018 16.8088% (and 17.6509% computed to the total outstanding treasury shares and equivalent) - % of total voting rights as at 30 November 2018 20.3963% (and 21.4181% 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) 1,380,721,268.44 - value of the shares acquisition (RON) 806,243,788.52 - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON) 574,477,479.92 j) Number of shares left to be repurchased within the ninth buy-back programme as of the date of this notification¹ 279,770,097

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	Average price per security (currency)	Volume of the transaction (no. of securities)	Value of the transaction (currency)
10 December 2018	were traded BVB	RON 0.9501	30,763 shares	RON 29,227.93
	LSE	USD 11.5500	9,620 GDRs (481,000 shares equivalent)	USD 111,111.00
11 December 2018	BVB	RON 0.9540	127 shares	RON 121.16
	LSE	USD 11.6000	10,300 GDRs (515,000 shares equivalent)	USD 119,480.00
12 December 2018	BVB	RON 0.9505	155,853 shares	RON 148,138.28
	LSE	USD 11.6500	7,400 GDRs (370,000 shares equivalent)	USD 86,210.00
13 December 2018	BVB	RON 0.9568	254,841 shares	RON 243,831.87
	LSE	USD 11.6500	5,000 GDRs (250,000 shares equivalent)	USD 58,250.00
14 December 2018	BVB	RON 0.9586	122,630 shares	RON 117,553.12

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

Dan GHEORGHE 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