Fondul Proprietatea

Transaction in Own Shares • Oct 31, 2016

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the seventh 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 24 – 28 October 2016, according to Article 150 paragraph (2) 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-back	Within the trading session
market orders
f) Total number of shares and equivalent shares of	6,548,612
GDRs bought-back in the reporting period, out of
which:
- current number of shares bought back	6,548,612
- equivalent shares of current number of GDRs bought back	0 (representing 0 GDRs)
g) Total value of the transactions performed in the	5,270,519.94
reporting period (RON), out of which:
- value of the shares acquisition (RON)	5,270,519.94
- estimated value of the equivalent shares of GDRs	0
based on the exchange rate communicated by the
National Bank of Romania (RON)
h) Total number of shares and equivalent shares of	29,906,439
GDRs repurchased since the start of the seventh buy
back program
- number of shares bought back	29,906,439
- equivalent shares of current number of GDRs bought back	0 (representing 0 GDRs)
- equivalent shares of current number of GDRs	0 (representing 0 GDRs)
converted in shares from the start of seventh buy back programme

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 9,168,314,116.70, Paid-up Share Capital: RON 8,859,073,619.20 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

___________________________________________________________________________________________________________________________

- % of subscribed share capital as at 26 October	0.27
2016 (date of registration with the Trade Registry
of EGM Resolution no. 4/26 April 2016 for the
approval of the share capital decrease by
cancelling 179,598,899 own shares)
- % of paid-up share capital as at 26 October 2016	0.28
(date of registration with the Trade Registry of
EGM Resolution no. 4/26 April 2016 for the
approval of the share capital decrease by
cancelling 179,598,899 own shares)
- % of total voting rights as at 13 October 2016,	0.30
considered as "reference date" for the General
Shareholders Meetings to be held on 31 October
2016
i) Total value of the shares repurchased since the start	24,066,817.25
of the seventh buy-back program (RON)
- value of the shares acquisition (RON)	24,066,817.25
- estimated value of the equivalent shares of GDRs	0
based on the exchange rate communicated by the
National Bank of Romania (RON)
j) Number of shares left to be repurchased from the	336,547,595
seventh buy-back programme as of the date of this
notification1

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 traded	Average price per security (currency)	Volume of the transaction (no. of securities)	Value of the transaction (currency)
24 October 2016	BVB	RON 0.8050	1,303,719 shares	RON 1,049,493.80
25 October 2016	BVB	RON 0.8045	1,358,935 shares	RON 1,093,263.21
26 October 2016	BVB	RON 0.8041	1,337,612 shares	RON 1,075,573.81
27 October 2016	BVB	RON 0.8045	1,185,175 shares	RON 953,473.29
28 October 2016	BVB	RON 0.8060	1,363,171 shares	RON 1,098,715.83

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

___________________________________________________________________________________________________________________________

¹ As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 9 of 29 October 2015, the seventh 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 10% of the subscribed share capital at the relevant time, which represents a total of 204,815,025 own shares as of the date of this notification

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 9,168,314,116.70, Paid-up Share Capital: RON 8,859,073,619.20 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro