Fondul Proprietatea

Transaction in Own Shares • Mar 4, 2019

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the Fund's tenth 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 25 February – 1 March 2019:

a) Issuer's name (buyer)	FONDUL PROPRIETATEA S.A. Bucharest Stock Exchange Symbol: FP London Stock Exchange Symbol: FP. • BANCA COMERCIALA ROMANA S.A. (hereinafter referred to as "BCR") (as buy-back agent in relation to the purchase of shares), and • AUERBACH GRAYSON (hereinafter referred to as "AGCO") (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")
b) Brokers' names c) Description of the acquired financial instruments
d) Transaction's type	Buy-back
e) Details with respect to the execution of the buy-back	Within the trading session
market orders f) Total number of shares and equivalent shares of GDRs bought-back in the reporting period, out of which:	6,408,428
- current number of shares bought back	5,350,978
- equivalent shares of current number of GDRs bought back	1,057,450 (representing 21,149 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	5,653,957.18
- value of the shares acquisition (RON) - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	4,739,318.76 914,638.42
h) Total number of shares and equivalent shares of	62,092,304
GDRs repurchased since the start of the tenth buy
back program - number of shares bought back	49,955,354
- equivalent shares of current number of GDRs	12,136,950 (representing 242,739 GDRs)
bought back - equivalent shares of current number of GDRs converted in shares from the start of tenth buy back programme	0

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 4,733,020,898.32 • Paid-up Share Capital: RON 4,543,838,476.32 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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0.6822% (and 17.0302% computed to the total outstanding treasury shares and equivalent) 0.7106% (and 17.7393% computed to the total outstanding treasury shares and equivalent)
0.8597% (and 21.4627% computed to the total outstanding treasury shares and equivalent)
52,885,932.48
42,569,415.89
10,316,516.59
687,907,696

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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	Weighted average price	Volume of the transaction	Value of the transaction
	securities	per security	(no. of securities)	(currency)
	were traded	(currency)
25 February 2019	BVB	RON 0.8900	1,161,530 shares	RON 1,033,761.70
26 February 2019	BVB	RON 0.8874	1,146,749 shares	RON 1,017,625.06
27 February 2019	BVB	RON 0.8852	1,017,724 shares	RON 900,889.28
28 February 2019	BVB	RON 0.8830	1,014,778 shares	RON 896,048.97
1 March 2019	BVB	RON 0.8820	1,010,197 shares	RON 890,993.75
	LSE	USD 10.4000	21,149 GDRs (1,057,450 shares equivalent)	USD 219,949.60

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

Johan MEYER 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 • Subscribed share capital RON 4,733,020,898.32 • Paid-up Share Capital: RON 4,543,838,476.32 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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¹ Please note that on 28 December 2018, the cancellation of 74,210,188 shares acquired during BB8 was registered with the Trade Registry. Thus, as of 28 December 2018, the new values of the Fund's share capital are: subscribed share capital RON 4,733,020,898.32, divided in 9,101,963,266 shares, and the paid-up share capital is RON 4,543,838,476.32, divided in 8,738,150,916 shares.

² As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 4 of 14 November 2018, published in the Official Gazette of Romania, Part IV, no. 4592 on 4 December 2018, the tenth buyback programme refers to the acquisition by the Fund of a maximum number of 750,000,000 shares and/or equivalent global depository receipts corresponding to the Fund's shares ("GDRs"). The duration of the tenth buyback programme is 1 January 2019 - 31 December 2019. The shares repurchased during this buyback programme will be cancelled.