Fondul Proprietatea

Transaction in Own Shares • Nov 5, 2018

To: FINANCIAL SUPERVISORY AUTHORITY BUCHAREST STOCK EXCHANGE LONDON STOCK EXCHANGE Re: Notification regarding the transactions performed within the ninth 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 29 October – 2 November 2018:

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 JEFFERIES INTERNATIONAL LIMITED (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") (ISIN
d) Transaction's type	US34460G1067) corresponding to the Fund's shares listed on the London Stock Exchange ("LSE") 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 GDRs bought-back in the reporting period, out of which:	5,192,609
- current number of shares bought back	5,192,609
- equivalent shares of current number of GDRs bought back	0
g) Total value of the transactions performed in the reporting period (RON), out of which:	4,895,973.50
- value of the shares acquisition (RON) - estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)	4,895,973.50 0
h) Total number of shares and equivalent shares of GDRs repurchased since the start of the ninth buy-back	1,463,418,040
program - number of shares bought back	850,620,340
- equivalent shares of current number of GDRs bought back	612,797,700 (representing 12,255,954 GDRs)
- equivalent shares of current number of GDRs converted in shares from the start of ninth buy back programme	603,922,600 (representing 12,078,452 GDRs)

________________________________________________________________________________________________________________________________________________________________________ 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 • Subscribed share capital RON 4,771,610,196.08, Paid-up Share Capital: RON 4,582,427,774.08 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro

• % of subscribed share capital as at 18 October 2018 – 14 November 2018 General Shareholders Meeting ("GSM") "Reference Date"
• % of paid-up share capital as at 18 October 2018 14 November 2018 GSM "Reference Date"
• % of total voting rights as at 18 October 2018 14 November 2018 GSM "Reference Date"

i) Total value of the shares repurchased since the start of the ninth buy-back program (RON)

• value of the shares acquisition (RON) 792,615,231.79
• estimated value of the equivalent shares of GDRs based on the exchange rate communicated by the National Bank of Romania (RON)

j) Number of shares left to be repurchased within the ninth buy-back programme as of the date of this notification¹ 297,606,462

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)
29	BVB	RON	1,079,094	RON
October 2018		0.9401	shares	1,014,456.27
30	BVB	RON	1,024,142	RON
October 2018		0.9436	shares	966,380.39
31	BVB	RON	440,285	RON
October 2018		0.9410	shares	414,308.19
1 November	BVB	RON	1,233,641	RON
2018		0.9474	shares	1,168,751.48
2 November 2018	BVB	RON 0.9411	1,415,447 shares	RON 1,332,077.17

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

Johan MEYER Legal Representative

15.9480% (and 16.7567% computed to the total outstanding treasury shares and equivalent)

16.6064% (and 17.4485% computed to the total outstanding treasury shares and equivalent) 20.0714% (and 21.0892% computed to the total outstanding treasury shares and equivalent)

1,363,887,149.03

571,271,917.24

________________________________________________________________________________________________________________________________________________________________________ ¹ As per the Fund's Extraordinary General Shareholders Meeting Resolution no. 5 of 26 October 2017, the ninth 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 20% of the subscribed share capital at the relevant time, which represents a total of 1,761,024,502 own shares as of the date of this notification; however, after the cancellation of the shares acquired within the previous / ongoing buyback programmes, the 20% 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 • Subscribed share capital RON 4,771,610,196.08, Paid-up Share Capital: RON 4,582,427,774.08 • Tel.: + 40 21 200 9600; Fax: +40 21 200 9631; Email: office@fondulproprietatea.ro; Internet: www.fondulproprietatea.ro