Fondul Proprietatea

Share Issue/Capital Change • Oct 20, 2015

To: Bucharest Stock Exchange Financial Supervisory Authority London Stock Exchange

Current report according to Article 113 of the Romanian National Securities Commission Regulation no. 1/2006 regarding the issuers and the operations with securities, as subsequently amended and completed, as well as the provisions of Article 99 of the Code of the Bucharest Stock Exchange, Title II, Issuers and Financial Instruments.

Not for distribution, directly or indirectly, in the United States, Canada, Australia or Japan.

Important events to be reported:

Sale of 16,000,000 existing shares in S.N.G.N. ROMGAZ S.A.

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch ("the Fund Manager"), in its capacity as sole director and fund manager of Fondul Proprietatea S.A. ("the Fund") announces the agreement to sell an aggregate of 16,000,000 existing shares in S.N.G.N. ROMGAZ S.A. ("Romgaz") (14,715,000 in the form of Shares and 1,285,000 in the form of Global Depositary Receipts) to qualified investors and certain other investors not exceeding 150 natural or legal persons per Member State, other than qualified investors (all within the meaning of paragraphs (2)(a) and (2)(b) of Article 3 of the Prospectus Directive) (the "Transaction").

The actual size of the Transaction was increased by 9.72% from the initial targeted volume announced on 19 October 2015 due to a strong demand from investors.

The shares were priced at RON 28.50 and USD 7.32 (in relation to disposals via dollar-denominated Global Depositary Receipts, based on an intraday foreign exchange rate of RON 3.8927 per USD).

The gross proceeds of the Transaction amount to RON 456 million / USD 117.14 million.

Romgaz will not receive any proceeds from the Transaction.

Following completion of the Transaction, the Fund will own 22,542,960 shares in Romgaz, corresponding to approximately 5.8488% of Romgaz's share capital and voting rights.

Goldman Sachs International ("Goldman Sachs") acted as the Sole Global Coordinator and a Joint Bookrunner in the Transaction, WOOD & Company Financial Services a.s. ("Wood") as a Joint Bookrunner and Banca Comercială Română S.A. ("BCR") as the

Report date: 20 October 2015

Name of the issuing entity: Fondul Proprietatea S.A.

Registered office: 78-80 Buzesti St., 7 th floor, district 1, Bucharest, postal code 011017

Phone/fax number: Tel.: + 40 21 200 9600 Fax: + 40 21 200 9631

Sole Registration Code with the Trade Register Office: 18253260

Order number in the Trade Register: J40/21901/2005

Subscribed share capital: RON 10,074,080,745.90

Paid-up share capital: RON 9,746,649,630.90

Number of shares in issue: 11,193,423,051

Number of paid shares: 10,829,610,701

Regulated market on which the issued securities are traded: Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange

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FONDUL PROPRIETATEA S.A., a closed-end investment company administrated under a unitary system • 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 10,074,080,745.90, Paid-up Share Capital: RON 9,746,649,630.90 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

Lead Manager.

Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, acting as Sole Administrator on behalf of FONDUL PROPRIETATEA S.A.

Adrian Cighi Legal Representative

FONDUL PROPRIETATEA S.A., a closed-end investment company administrated under a unitary system • 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 10,074,080,745.90, Paid-up Share Capital: RON 9,746,649,630.90 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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