Fondul Proprietatea

Proxy Solicitation & Information Statement • Jan 10, 2018

To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report according to Article 99 (s) of the Code of the Bucharest Stock Exchange Market Operator, Title II, Issuers and Financial Instruments

Events to be reported:

Voting recommendations and supporting materials related to the 14 February 2018 shareholders' meetings

Franklin Templeton International Services S.À R.L., in its capacity as alternative investment fund manager and sole director (the "Fund Manager") of Fondul Proprietatea S.A. (the "Fund"), in view of the upcoming extraordinary ("EGM") and ordinary ("OGM") meetings on 14 February 2018, would like to recommend that shareholders vote in favour of all the points on the EGM and OGM agendas, except for

• point 2 on the EGM agenda (e.g. the approval of the new Investment Policy Statement) where the Fund Manager refrains from making any recommendation, as the Fund Manager will present options for investment strategy under point 1 of the EGM agenda and the shareholders can express their will by voting on this point 2, and
• point 2 on the OGM agenda (e.g. the appointment of three members of the Board of Nominees), where the Fund Manager refrains from making any recommendation, as the candidates are nominated and decided by the shareholders.

The Fund Manager's voting recommendations contained herein are not binding in any way and should not be deemed under any circumstances as a supporting documentation/argument for substantiating one's vote. The Fund Manager will implement and will comply with all the decisions taken by the Fund's shareholders, irrespective of its recommendations herein, subject to compliance with law and regulation.

The Fund Manager would like to remind shareholders that it has summoned both the EGM and OGM meetings of the Fund's shareholders for 14 February 2018, at "Radisson Blu" Hotel, 63-81 Calea Victoriei Street, Atlas Room, 1st District, Bucharest, Romania, starting at 11:00 a.m. (Romanian time).

For the shareholders' reference, the Fund Manager would like to note that

• the majority of the supporting materials are already available on the Fund's

Report date:

10 January 2018 Name of the issuing entity: Fondul Proprietatea S.A. Registered office: 78-80 Buzesti Street 7 th floor, district 1, Bucharest, 011017 Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631 Email: office@fondulproprietatea.r o Internet: www.fondulproprietatea.ro Sole Registration Code with the Trade Register Office: 18253260 Order number in the Trade Register: J40/21901/2005 Register on Data Protection Notification Register under number: 18668 Subscribed share capital: RON 4,854,034,784.56 Paid-up share capital: RON 4,664,852,362.56 Number of shares in issue: 9,334,682,278 Number of paid shares: 8,970,869,928 Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange GDRs on London Stock Exchange

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 • Register on Data Protection Notification Register under number 18668 • Subscribed share capital RON 4,854,034,784.56, Paid-up Share Capital: RON 4,664,852,362.56 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

__________________________________________________________________________________________________________________________________________________________________________

webpage at https://www.fondulproprietatea.ro/home/investor-relations/gsminformation/gsm-documentation/gsm-documentation-12.html, (including the amended forms of the special powers of attorney and correspondence ballots reflecting the final list of candidates for the Board of Nominees elections), with the remaining ones to be uploaded on or about 12 January 2018, and

• in relation to point 1 under OGM agenda (e.g. the approval of the new management agreement covering the Fund Manager's mandate for a period of 2 years starting with 1 April 2018), we remind shareholders of the announcement on 4 January 2018 that Mr Johan Meyer will be sole portfolio manager of the Fund with effect from the start of this new agreement.

Franklin Templeton International Services S.À R.L., in its capacity of Sole Director of FONDUL PROPRIETATEA S.A.

Oana Valentina Truța Permanent representative