Fondul Proprietatea

Transaction in Own Shares • Feb 22, 2016

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the buy-back programme

From: FONDUL PROPRIETATEA S.A.

The undersigned, FONDUL PROPRIETATEA S.A. ("FP / The Fund"), duly represented by Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch, acting in its capacity as Sole Director and Fund Manager, hereby inform you in its capacity of issuer on the following information regarding the transactions concluded during 15 – 19 February 2016, according to Article 150 of the NSC's Regulation no. 1/2006 regarding issuers and operations with securities:

a) Issuer's name (buyer)	FONDUL PROPRIETATEA S.A.
	Bucharest Stock Exchange Symbol: FP
	London Stock Exchange Symbol: FP.
b) Broker's name	WOOD & COMPANY FINANCIAL SERVICES A.S. (as
	buy-back agent in relation to the purchase of shares), and
	GOLDMAN SACHS INTERNATIONAL (as buy-back
	agent in relation to the purchase of GDRs)
c) Description of the acquired financial instruments	Ordinary shares issued by the Fund (ISIN
	ROFPTAACNOR5) listed on the Bucharest Stock Exchange
	("BVB"), and
	Global Depositary Receipts ("GDRs") 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	Within the trading session
back market orders f) Total number of shares and equivalent shares
of GDRs bought-back in the reporting period,	3,714,692
out of which:
- current number of shares bought back	3,714,692
- equivalent shares of current number of	0
GDRs bought back
g) Total value of the transactions performed in	2,733,223.56
the reporting period (RON), out of which:
- value of the shares acquisition (RON)	2,733,223.56
- estimated value of the equivalent shares of	0
GDRs based on the exchange rate
communicated by the National Bank of
Romania (RON)
h) Total number of shares and equivalent shares	179,083,951
of GDRs repurchased since the start of the buy
back program
- number of shares bought back	139,759,251

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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• equivalent shares of current number of GDRs bought back 39,324,700 (representing 786,494 GDRs) - % of subscribed share capital as at 31 January 2016 (including 227,572,250 shares bought back during the fifth buyback programme) 3.63 - % of paid-up share capital as at 31 January 2016 (including 227,572,250 shares bought back during the fifth buyback programme) 3.75 - % of voting rights as at 31 January 2016 (including 227,572,250 shares bought back during the fifth buyback programme) 3.89 i) Total value of the shares repurchased since the start of the buy-back program (RON) 143,654,711.32 - value of the shares acquisition (RON) 111,649,064.47 - estimated value of the equivalent shares of GDRs based on the exchange rate 32,005,646.85
• Romania (RON) j) Number of shares left to be repurchased 712,686,104

communicated by the National Bank of

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	Average price per security (currency)	Volume of the transaction (no. of securities)	Value of the transaction (currency)
	traded
15 February 2016	BVB	0.7312 RON	307,041 shares	224,508.38 RON
16	BVB	0.7217	179,994	129,901.67
February 2016		RON	shares	RON
17	BVB	0.7335	1,500,000	1,100,250.00
February 2016		RON	shares	RON
18	BVB	0.7400	1,484,326	1,098,401.24
February 2016		RON	shares	RON
19	BVB	0.7404	243,331	180,162.27
February 2016		RON	shares	RON

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

Oana Valentina TRUŢA 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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