Fondul Proprietatea

Transaction in Own Shares • Jul 24, 2017

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the eighth 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 17 – 21 July 2017, per 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. WOOD & COMPANY FINANCIAL SERVICES A.S. (as buy-back agent in relation to the purchase of shares), and JEFFERIES INTERNATIONAL LIMITED (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) Broker's name
c) Description of the acquired financial instruments
d) Transaction's type	Buy-back
e) Details with respect to the execution of the buy-back market orders	Within the trading session
f) Total number of shares and equivalent shares of GDRs bought-back in the reporting period, out of which:	4,464,341.00
- current number of shares bought back	3,076,841.00
- equivalent shares of current number of GDRs bought back	1,387,500.00 (representing 27,750 GDRs)
g) Total value of the transactions performed in the reporting period (RON), out of which:	3,896,131.16
- value of the shares acquisition (RON)	2,682,654.46
- estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	1,213,476.70
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the eighth buy-back program	52,558,533.00
- number of shares bought back	27,030,683.00
- equivalent shares of current number of GDRs bought	25,527,850.00 (representing 510,557 GDRs)
back - equivalent shares of current number of GDRs converted in shares from the start of eighth buy-back programme	5,936,500 (representing 118,730 GDRs)
- % of subscribed share capital as at 30 June 2017	0.5217 (and 8.7631% computed to the total outstanding treasury shares and equivalent)

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 5,238,521,987.92, Paid-up Share Capital: RON 5,049,339,565.92 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

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-	% of paid-up share capital as at 30 June 2017	0.5413% (and 9.091% computed to the total outstanding treasury shares and equivalent)
-	% of total voting rights as at 30 June 20171	0.5943% (and 9.9817% computed to the total outstanding treasury shares and equivalent)
	i) Total value of the shares repurchased since the start of the eighth buy-back program (RON)	45,993,250.26
-	value of the shares acquisition (RON)	23,604,239.11
-	estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	22,389,011.15

j) Number of shares left to be repurchased from the eighth buy-back programme as of the date of this notification² 124,601,923

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)
17 July 2017	BVB	RON 0.8727	349,419 shares	RON 304,937.96
18 July 2017	BVB	RON 0.8721	487,503 shares	RON 425,151.37
19 July 2017	BVB	RON 0.8699	306,778 shares	RON 266,866.18
	LSE	USD 11.0705	17,750 GDRs (887,500 shares equivalent)	USD 196,501.38
20 July 2017	BVB	RON 0.872	667,122 shares	RON 581,730.38
	LSE	USD 11.0500	10,000 GDRs (500,000 shares equivalent)	USD 110,500.00
21 July 2017	BVB	RON 0.872	1,266,019 shares	RON 1,103,968.57

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

Johan Meyer Legal Representative

¹ The shares and / or equivalent shares of GDRs repurchased by the Fund do not grant voting rights

___________________________________________________________________________________________________________________________ ² As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 8 of 11 October 2016, the eighth 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 1,007,408,075 own shares as of the date of this notification; however, after the cancellation of the shares acquired within the seventh buyback programme, the 10% limitation will change and the Fund will notify the market accordingly.

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 5,238,521,987.92, Paid-up Share Capital: RON 5,049,339,565.92 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro